Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower and its Subsidiaries use the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8.

Capital Expenditures, etc. The Borrower (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers will not, and will not permit any of its their respective Subsidiaries to, make or commit to make any Capital Expenditures in any Fiscal Yearon or after the Amendment Effective Date, except other than Capital Expenditures which do not aggregate made or committed to be made by a Borrower and its respective Subsidiaries in any Fiscal Year which in excess the aggregate do not exceed (i) $22,500,000 for the 2004 Fiscal Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for such Fiscal Year 100% of $45,000,000 plus such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount may be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the foregoing, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the lesser gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business (xprovided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be). (b) $5,000,000 In addition to any Capital Expenditures permitted pursuant to clause (a) above, the Borrowers and their respective Subsidiaries may make Capital Expenditures (i) with Net Casualty Proceeds and Net Disposition Proceeds to the extent permitted by clauses (d) and (ye) 4% of revenues acquired from Investments made Section 3.1.1, (ii) with Net Equity Proceeds or other equity proceeds not required to be applied to repay Term Loans pursuant to clause (h) of Section 7.2.6 3.1.1, (net of revenues divested); provided, however, that (iiii) with Excess Cash Flow for the amount of Capital Expenditures permitted immediately preceding Fiscal Year retained by the Borrowers and not required to be made applied to repay Term Loans pursuant to clause (f) of Section 3.1.1 and (iv) from and after January 1, 2005, so long as the Leverage Ratio is less than 2.50:1 as set forth in the 1998 Fiscal Year shall not include Capital Expenditures made in respect most recent Compliance Certificate delivered pursuant to clause (e) of repurchase obligations under lease and sale-leaseback arrangements in Section 7.1.1, an additional amount not to exceed $40,000,0005,000,000. For the avoidance of doubt, (ii) to the extent the amount any portion of Capital Expenditures any Permitted Acquisition that is permitted to be made in any Fiscal Year pursuant to this under Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered 7.2.5 that is accounted for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower and its Subsidiaries use the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 Expenditure shall not be included constitute a Capital Expenditure for purposes of calculating compliance with this Section 7.2.87.2.7 (provided that the aggregate limit for Per- mitted Acquisitions shall be decreased dollar-for-dollar by the amount expended in respect of such Permitted Acquisition that is so accounted as a Capital Expenditure).

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)25,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) carryforward; provided further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of Capital Expenditures permitted to be made $7,000,000 from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8the date hereof.

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) CLAUSE (J) of SECTION 7.2.5 and (2) CLAUSE (I) of SECTION 7.2.5 to the extent, in the case of this CLAUSE (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this CLAUSE (X) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Transaction and related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an the amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); providedset forth below opposite such Fiscal Year: -91- PROVIDED, howeverHOWEVER, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section CLAUSE (other than clause I) (i) abovethe "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, each of Holdings, Intermediate Holdings and each Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures Year which do not aggregate in any Fiscal Year in excess of the amount (the "Base Amount") set forth below opposite such Fiscal Year: Capital Period Expenditure Amount -------------- ------------------ 1/1/00 to 12/31/00 $45,000,000 plus an amount equal 54,500,000 1/1/01 to the lesser of (x) 12/31/01 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant 54,500,000 1/1/02 to clause (h) of Section 7.2.6 (net of revenues divested); 12/31/02 $53,000,000 1/1/03 to 12/31/03 $54,000,000 1/1/04 to 12/31/04 $55,000,000 1/1/05 to 12/31/05 $56,000,000 1/1/06 to 12/31/06 $57,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) Base Amount exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount (up to an aggregate of 50% of the amount of the Base Amount for such Fiscal Year) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower Company and its the Restricted Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). Holdings and Intermediate Holdings shall not incur any Capital Expenditures. (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (iiia) above shall be exclusive of the amount of Capital Expenditures permitted actually made with Casualty Proceeds or Net Disposition Proceeds that are reinvested by the Company or any of the Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Company to be the Agents on or about the time such reinvestment is made from Net Cash Proceeds (but in any event prior to the time of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as the Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance Expenditure made with this Section 7.2.8.such reinvestment). -105- 106

Capital Expenditures, etc. The Borrower SIHL will not, and will not permit any of its Subsidiaries to, make or commit to make make (a) Capital Expenditures in any Fiscal Year, except Capital Expenditures connection with the maintenance of existing assets or to acquire fixed assets to replace other fixed assets no longer useful in the business of SIHL and its Subsidiaries which do not aggregate in any Fiscal Year aggregate in excess of the amount set forth below opposite such Fiscal Year: 1999 $40,000,000 2000 $45,000,000 plus an amount equal to the lesser of (x) 2001 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)45,000,000 2002 $45,000,000; providedPROVIDED, howeverHOWEVER, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause CLAUSE (i) above(the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower SIHL to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to SIHL and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward); and (b) and (iii) the amount of Capital Expenditures made as part of a pre-development program on the approximately 30-acre parcel of real property adjacent to the Desert Inn in an aggregate amount since the Effective Date in excess of $50,000,000. The Lenders acknowledge and agree that, except as to the limitations set forth above, SIHL and its Subsidiaries shall be permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as make other Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8Expenditures.

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting “Investments”, but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an the amount equal to the lesser of (x) $5,000,000 set forth below opposite such Fiscal Year: 2002 $ 9,600,000 2003 $ 12,000,000 2004 $ 13,500,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 15,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the “Base Amount”) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Transaction and related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the SP1 Xxxxxxxx), except xxcept, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) Expenditures ----------- ------------ 2000 $5,000,000 2001 $7,500,000 2002 $8,000,000 2003 $8,500,000 2004 $9,000,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $9,500,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the "Base Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an the amount equal to the lesser of (x) $5,000,000 set forth below opposite such Fiscal Year: 2002 9,600,000 2003 $ 12,000,000 2004 $ 13,500,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 15,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the "Base Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)25,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of Capital Expenditures permitted to be made $7,000,000 from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8the date hereof.

Capital Expenditures, etc. The Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, (a) the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except other than Capital Expenditures which do not aggregate made or committed to be made by the Borrower and its Subsidiaries in any Fiscal Year which in excess of the aggregate do not exceed, (i) for the 2000 Fiscal Year, $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 25,000,000, and (yii) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)for each Fiscal Year thereafter, $20,000,000; provided, however, that (i) notwithstanding anything to the contrary in this clause, in the event that the amount of Capital Expenditures permitted to be made in by the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease Borrower and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in its Subsidiaries during any Fiscal Year (or portion thereof) pursuant to this Section (other than clause (iprior to giving effect to any increase in such permitted amounts pursuant to this proviso) above) exceeds is greater than the aggregate amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year (or portion thereof), such excess (up to an aggregate of 50% of the amount set forth opposite such Fiscal Year, up to 100% each such amount of such excess amount excess, a "Carry-Forward Amount") may be carried forward to (but only to) the next immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that a Carry-Forward Amount may not be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose ). With respect to any such amount to Carry-Forward Amount, (i) it shall be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year (ii) it shall be deemed to be used after prior to the Borrower and its Subsidiaries use the using any amount of Capital Expenditures permitted by this Section without giving effect to for such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8immediately succeeding Fiscal Year.

Capital Expenditures, etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditures ----------- --------------- 1999 $45,000,000 plus an amount equal to the lesser of (x) 17,500,000 2000 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); 10,000,000 2001 $7,000,000 2002 $7,000,000 2003 $7,000,000 2004 $7,000,000 2005 $7,000,000 2006 $7,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (subsequent Fiscal Years but only to) the next succeeding aggregate Capital Expenditures in any Fiscal Year may not exceed the amount set forth above for such Fiscal Year plus the amount set forth above for the prior Fiscal Year (any such amount to be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such a Fiscal Year). For purposes of computing the amount of Capital Expenditures in any Fiscal Year, (i) the amount of any cash Capital Expenditure made pursuant to a binding agreement entered into in good faith and without an intent to avoid the requirements of this Section shall be deemed to have been made in the Fiscal Year in which the commitment was made and not in the Fiscal Year in which the actual expenditure is actually made and (ii) the amount of any such amount carried forward to a succeeding Fiscal Year commitment shall be deemed to be used after a Capital Expenditure in the Fiscal Year in which the commitment is entered into. (b) The parties acknowledge and agree that the permitted Capital Expenditure levels set forth in clause (a) above shall be exclusive of: (i) Net Disposition Proceeds which have been reinvested by the Borrower and its Subsidiaries use or a Subsidiary of the amount Borrower in Qualified Assets in accordance with the terms of Capital Expenditures permitted by this Section without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(iib) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8.3.1.1

Capital Expenditures, etc. The Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year (beginning with the 2001 Fiscal Year) which in the aggregate do not exceed, (a) for that portion of the 2000 Fiscal Year remaining after the Effective Date through (and including) the last day of the 2001 Fiscal Year, except Capital Expenditures which do not aggregate in any $90,000,000, and (b) for each Fiscal Year in excess of thereafter, the amount set forth below opposite such Fiscal Year: Capital Fiscal Year Expenditure Amount 2002 $45,000,000 plus an amount equal to the lesser of (x) 115,000,000 2003 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)150,000,000 2004 $190,000,000 2005 $220,000,000 2006 $220,000,000 2007 $220,000,000 2008 $220,000,000; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount (up to an aggregate of 50% of the amount of Capital Expenditures permitted for such Fiscal Year, without giving effect to this proviso) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Parent to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward); provided further, however, that the amounts set forth in the table above for each of the remaining Fiscal Years shall each be increased (on a pro rata basis) and (iii) by an amount equal to the amount of Capital Expenditures permitted Net Equity Proceeds not otherwise required to be made from Net Cash Proceeds applied to a mandatory prepayment of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures the Loans pursuant to clause (h) of Section 7.2.63.1.1 less the amount of any such Net Equity Proceeds used as consideration for any Permitted Acquisition permitted pursuant to clause (g) or of Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.87.2.5.

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting “Investments”, but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by the Borrower and its Subsidiaries (other than SP1), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an the amount equal to the lesser of (x) $5,000,000 set forth below opposite such Fiscal Year: 2004 $ 20,000,000 2005 $ 22,000,000 2006 $ 24,000,000 2007 $ 26,000,000 2008 $ 28,000,000 2009 $ 30,000,000 2010 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 32,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the “Base Amount”) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures (a) during the period from the Closing Date through December 31, 1997, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in excess of $7,000,000, and (b) in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)12,000,000 in such Fiscal Year; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided, further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make Capital Expenditures subsequent to the Closing Date for the purpose of expanding or replacing their warehouse facilities in an aggregate amount of not to exceed $2,000,000, which amount shall not be included in calculating Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales or committed to be made pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6a) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8(b) above.

Capital Expenditures, etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures (i) which do not aggregate in any Fiscal Year in excess of $45,000,000 6,000,000 in such -84- 86 Fiscal Year plus (ii) an aggregate amount equal to $15,000,000 over the lesser term of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)this Agreement; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) 7.2.7 exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next two succeeding Fiscal Year Years (any such amount to be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section 7.2.7 without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (iiia) above shall be exclusive of the amount of Capital Expenditures permitted actually made with cash equity capital contributions made, directly or indirectly, by any Person other than the Borrower and its Subsidiaries, after the Closing Date to be made from Net Cash Proceeds the Borrower or any of Asset Sales pursuant its Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant the Agents prior to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8the time such capital contribution is made.

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) CLAUSE (j) of SECTION 7.2.5 and (2) CLAUSE (i) of SECTION 7.2.5 to the extent, in the case of this CLAUSE (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this CLAUSE (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquistion related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an the amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); providedset forth below opposite such Fiscal Year: PROVIDED, howeverHOWEVER, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section CLAUSE (other than clause I) (i) abovethe "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Each of the Borrower and each Designated Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except (a) Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)30,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided further, however, that the Borrower and its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of $7,000,000 from the March 1999 Closing Date and (iiib) the amount of Capital Expenditures permitted to be made from with Net Cash Disposition Proceeds of Asset Sales pursuant to reinvested in accordance with clause (A)(iif) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.83.1.1.

Capital Expenditures, etc. The (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except other than Capital Expenditures which do not aggregate made or committed to be made by the Borrower and its Subsidiaries in any Fiscal Year which in excess of the aggregate do not exceed $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); 10,000,000: provided, however, to the extent that Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year (ior portion thereof) are less than the maximum amount 85 119 permitted to be made for such Fiscal Year (or portion thereof), 50% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year in the event the amount permitted in such succeeding Fiscal Year has been used (it being understood and agreed that no carry-forward amount may be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose and that no portion of the carry-forward amount available for any Fiscal Year may be used until the entire amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower and its Subsidiaries use the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forwardforward amount) shall be made). (b) In addition to any Capital Expenditures permitted pursuant to paragraph (a) above, the Borrower and its Subsidiaries may make (i) Capital Expenditures with Casualty Proceeds and Net Disposition Proceeds to the extent permitted by clauses (d) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(iie) of Section 7.2.12 3.1.1, and (without duplication ii) Capital Expenditures with Net Equity Proceeds. For the avoidance of Investments doubt, any portion of any Permitted Acquisition that is permitted under Section 7.2.5 that is accounted for as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 Expenditure shall not be included constitute a Capital Expenditure for purposes of calculating compliance with this Section 7.2.87.2.7 (provided that the aggregate limit for Permitted Acquisitions shall be decreased dollar-for-dollar by the amount expended in respect of such Acquisition that is so accounted as a Capital Expenditure).

Capital Expenditures, etc. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures Year which do not aggregate in any Fiscal Year in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditures ----------- --------------- 2000 $45,000,000 plus an amount equal to the lesser of (x) 12,000,000 111 2001 $ 9,000,000 2002 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); 14,000,000 2003 $20,000,000 2004 $23,000,000 2005 $26,000,000 2006 $29,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year ("Year 1") pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year ("Year 2") (any such amount to be certified by the Borrower Borrowers to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal YearYear 1), and any such amount carried forward to a succeeding Fiscal Year 2 shall be deemed to be used only after the US Borrower and its Subsidiaries use have fully used the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward. (b) The parties acknowledge and agree that the permitted Capital Expenditure levels set forth in clause (iiia) above shall be exclusive of: (i) Net Disposition Proceeds which have been reinvested by the US Borrower or a Subsidiary of the US Borrower in Qualified Assets in accordance with the terms of clause (b) of Section 5.1.1 and Casualty Proceeds to the extent applied to rebuild or replace property in accordance with the terms of clause (e) of Section 5.1.1 (including any amount less than $100,000 referred to therein), and (ii) Capital Expenditures constituting a Permitted Acquisition satisfying the Permitted Acquisition Conditions, in an amount which, when aggregated with the amount of Capital Expenditures permitted to be Investments made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 9.2.5, shall not be included for purposes exceed the limits set forth in the definition of calculating compliance with this Section 7.2.8Permitted Acquisition Conditions.

Capital Expenditures, etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except except, to the extent not prohibited in whole or in part by the terms of any Subordinated Note Indenture, Capital Expenditures which do not aggregate in any Fiscal Year in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital FISCAL YEAR EXPENDITURES ----------- --------------- 1996 $45,000,000 plus an amount equal to the lesser of (x) 32,000,000 1997 $5,000,000 50,000,000 1998 $60,000,000 1999 through 2001 $65,000,000 2002 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)thereafter $70,000,000; provided, howeverPROVIDED, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year ("YEAR 1") pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) and, to the extent not prohibited in whole or in part by the terms of any Subordinated Note Indenture, made in the next succeeding Fiscal Year ("YEAR 2") (any such amount to be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal YearYear 1), and any such amount carried forward to a succeeding Fiscal Year 2 shall be deemed to be used only after the Borrower and its Subsidiaries use have fully used the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward) and (iii) ; PROVIDED, HOWEVER, that so long as the Borrower or any of its Subsidiaries has committed to make Capital Expenditures in Year 2 with the amount of Capital Expenditures permitted carried forward to be made from Net Cash Proceeds of Asset Sales such year pursuant to clause this clause, such committed amount can actually be expended in the Fiscal Year immediately succeeding Year 2. (A)(iib) of Section 7.2.12 The parties acknowledge and agree that the permitted Capital Expenditure levels set forth in CLAUSE (without duplication of Investments permitted as Capital Expenditures pursuant to clause (ha) of Section 7.2.6) or Section 7.2.15 above shall not be included for purposes of calculating compliance with this Section 7.2.8.exclusive of:

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)10,000,000 in such Fiscal Year; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Yearyear, up to 100% of such excess amount up to $5,000,000 may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (iiia) above shall be exclusive of the amount of Capital Expenditures permitted actually made with cash capital contributions (other than capital contributions made by the Borrower in any of its Subsidiaries or by any Subsidiary of the Borrower in another Subsidiary of the Borrower, except to be made the extent the source thereof is a capital contribution from Net Cash Proceeds Holdco) after the Closing Date to the Borrower or any of Asset Sales pursuant its Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) the Agents on or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8about the time such capital contribution is made.