Capital Expenditure Limits. (a) Borrower and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit for each subsequent Fiscal Year referenced below (commencing with the 2013 Fiscal Year) will be increased, if at all, by the positive amount equal to the lesser of (i) 50% of the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision), and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision) minus the actual amount of any Capital Expenditures expended during such preceding Fiscal Year (the “Carry Over Amount”); provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2012 Fiscal Year shall be deemed to be $0. 2012 $ 75,000,000 2013 and each Fiscal $ 80,000,000 Year thereafter (b) Notwithstanding the foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries from any Asset Disposition so long as such Capital Expenditures are to be made or contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to which such Net Proceeds were paid to the extent such Net Proceeds are not required to be applied to repay the Term Loans pursuant to Section 1.5(c); (ii) Capital Expenditures constituting any Permitted Acquisition; and (iii) Capital Expenditures made in connection with the acquisition of a fee ownership in, and related improvements on, a new headquarters location of Borrower.

Capital Expenditure Limits. Borrower shall not, and shall not permit any Subsidiary to, make or incur Capital Expenditures during each period set forth in the table below in excess of an aggregate amount equal to the applicable Capital Expenditure Limit for such period. The term "Capital Expenditure Limit" means for each period set forth in the table below, the sum of (a) the Dollar amount set forth in the table below opposite the applicable period (such Dollar amount as set forth for each such period herein the "Yearly Limit") plus (b) the lesser of (i) One Hundred percent (100%) of the Yearly Limit from the immediately preceding period which was not expended by Borrower and Subsidiaries for Capital Expenditures in such preceding period or (ii) Four Million Dollars ($4,000,000) (the amount calculated for any period under this clause (b), herein the "Carryover Amount"). Any Carryover Amount carried into either the 1998 or 1999 Fiscal Years may only used for the contemplated upgrade of Borrower's and the Subsidiaries' computer system. In calculating compliance with this Section 10.3, (a) Capital Expenditures made in a period shall first be debited against the Yearly Limit for such period then debited against the Carryover Amount carried into such period, if any, from the preceding period pursuant to this Section 10.3, and (b) the aggregate amount of all payments due under a Capital Lease Obligation for the entire term thereof (excluding, however, the interest portion of capitalized lease payments) shall be considered expended in full on the date that the Capital Lease Obligation is entered into. =============================================================== Period Amount =============================================================== Closing Date through December 31, 1997 $ 1,000,000 --------------------------------------------------------------- January 1, 1998 through December 31, 1998 $ 7,500,000 --------------------------------------------------------------- January 1, 1999 through December 31, 1999 $ 7,500,000 --------------------------------------------------------------- Each Fiscal Year thereafter $ 5,000,000 ===============================================================

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Capital Expenditure Limits. 35 4.2 Omitted....................................................................................... 35 4.3 EBITDA........................................................................................ 35

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Capital Expenditure Limits. Holdings and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods (the “Capex Limit”): Closing Date through Fiscal Year ending December 31, 2006 $ 1,000,000 Each Fiscal Year ending thereafter $ 1,250,000 ;provided, however, that commencing with Fiscal Year 2007, the Capex Limit referenced above will be increased in any period by the positive amount equal to the lesser of (i) 50% of the Capex Limit for the immediately prior period, and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit minus the actual amount of any Capital Expenditures expended during such prior period (the “Carry Over Amount”), and for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed to be the last amount spent on Capital Expenditures in that succeeding period.

Capital Expenditure Limits. The aggregate amount of all Capital Expenditures of Borrower and its Subsidiaries will not exceed $6,500,000 for the Fiscal Year ending September 30, 1997 and $6,000,000 for any Fiscal Year thereafter."

Capital Expenditure Limits. The aggregate amount of all Capital Expenditures of the Borrower and the Subsidiaries (subject to the exclusions set forth below) during the periods set forth below shall not exceed the Dollar amount set out opposite the applicable period (the "General CAPEX Basket"): =============================================================================== Period Dollar Amount Fiscal Year 1999 $9,500,000 Fiscal Year 2000 $13,000,000 1st Fiscal Quarter of 2001 $4,000,000 2nd Fiscal Quarter of 2001 $4,000,000 =============================================================================== The aggregate amount of all Capital Expenditures of the Borrower and the Subsidiaries (subject to the exclusions set forth below) (A) during the first Fiscal Quarter of the 1999 Fiscal Year shall not exceed Three Million Dollars ($3,000,000) and (B) during the first and second Fiscal Quarters of the 1999 Fiscal Year shall not exceed Seven Million Dollars ($7,000,000) (the "Quarterly CAPEX Baskets"). The General CAPEX Basket for the Fiscal Year 2000 shall be increased by an amount equal to twenty-five percent (25%) of the Excess Cash Flow generated during Fiscal Year 1999. The following Capital Expenditures shall not be counted against either the General CAPEX Basket or the Quarterly CAPEX Basket, or with respect to clause (iii) below, any other calculation of Capital Expenditures under this Section 11.4: (i) Capital Expenditures made by International Processing Corporation and International Transportation Service, Inc.; (ii) Capital Expenditures made for purposes of procuring and constructing a replacement grease recycling facility in or near the Las Vegas, Nevada area; and (iii) Capital Expenditures made with any casualty or condemnation proceeds turned over to the Borrower by the Agent to (A) replace or repair the property damaged or condemned, (B) construct a new facility to replace the property damaged or condemned or (C) expand the productive capacity of an existing facility. The Capital Expenditures made by the Borrower after the Closing Date for the purpose of procuring and constructing a grease recycling facility in or near Las Vegas, Nevada, shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate and, during the periods set forth below shall not exceed the Dollar amount set forth opposite the applicable period: =============================================================================== Period Dollar Amount =================================...

Capital Expenditure Limits. The aggregate amount of all Capital Expenditures of Borrower and its Subsidiaries during any Fiscal Year will not exceed the applicable Capital Expenditure Limit for such Fiscal Year. The term "

Capital Expenditure Limits. Borrower and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods (the “Capex Limit”): Fiscal Year 2007 $7,000,000 Fiscal Year 2008 $8,500,000 Fiscal Year 2009 $10,000,000 Fiscal Year 2010 $11,500,000 Fiscal Year 2011 $13,000,000 Fiscal Year 2012 $14,500,000 Fiscal Year 2013 and each Fiscal Year thereafter $16,000,000 ; provided, however, that commencing with Fiscal Year 2008, the Capex Limit referenced above will be increased in any period by the positive amount equal to the lesser of (i) 75% of the Capex Limit for the immediately prior period, and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit minus the actual amount of any Capital Expenditures expended during such prior period (the “Carry Over Amount”), and; provided, further, that the aggregate amount of such Carry Over Amount for any Fiscal Year shall not exceed $5,000,000.

Capital Expenditure Limits. The aggregate amount of all Capital Expenditures, Capital Leases with respect to fixed assets of Borrowers and their Subsidiaries (which shall be considered to be expended in full on the date such Capital Lease is entered into) and other contracts with respect to fixed assets initially capitalized on Borrowers’ or any Subsidiary’s balance sheet prepared in accordance with GAAP (which shall be considered to be expended in full on the date such contract is entered into) (excluding, in each case, expenditures for trade-ins and replacement of assets to the extent funded with casualty insurance proceeds) will not exceed the amount of $5,000,000.00 during each Applicable Calculation Period.

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