Common use of Capital Expenditures, etc Clause in Contracts

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of any Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures which do not aggregate in excess of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 20,000,000 in the case of any such Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, that to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) Xxxxxxx Xxxxxxxxxxxx actually made during such Fiscal YearYear under this clause (a) (other than Capital Expenditures permitted pursuant to any amount carried forward from the prior Fiscal Year pursuant to this proviso), such excess amount (up to an aggregate of 50% of the amount of the Base Amount for such Fiscal Year) $10,000,000 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, 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 (a) above shall be exclusive of (i) the amount of Capital Expenditures 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 the extent the source thereof is a capital contribution from Holdco) after the Closing Date to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expendituremade.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Subject (in the case of Capitalized Lease Liabilities) to clause (d) 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 ending on or after to December 31, 2000, except Capital Expenditures which aggregate in excess of 17.0% of the Borrower and its Restricted Subsidiaries, not to exceed an amount revenues (the "“Base Amount"”) equal to (i) $17,500,000 in of the case of any Company and the Restricted Subsidiaries for such Fiscal Year; plus (ii) an aggregate amount in addition provided, that with respect to any business acquired during such Fiscal Year, both capital expenditures and revenue will be included as of the Base Amount over the term date of this Agreement equal to $25,000,000acquisition; provided, howeverfurther, that, to the extent the Base Amount for such Fiscal Year exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower Company and its the Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to Casualty Proceeds or Net Disposition Proceeds that are reinvested by the Borrower Company or any of its the Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, Subsidiaries after the Closing Amendment Effective Date in accordance with Section 3.1.1(d) or (e), as applicable, and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents Administrative Agent on or about the time such capital contribution or equity issuance reinvestment is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (breinvestment)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

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 Restricted Subsidiaries Subsidiary to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, Subsidiaries not to exceed (i) an amount (the "Base AmountBASE AMOUNT") equal to (i) $17,500,000 15,000,000 in the case of any Fiscal Year; , plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward)15,000,000. (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause CLAUSE (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted SubsidiariesSubsidiary, directly or indirectly, by any Person other than the Borrower and its the Restricted Subsidiaries, Subsidiaries after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided PROVIDED, HOWEVER, that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by AHC, Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause CLAUSE (dD) of Section SECTION 3.1.1 may be used for Capital Expenditures pursuant to this clause CLAUSE (b)) and (ii) any portion of any acquisition that is permitted under Section SECTION 7.2.5 (other than pursuant to clause CLAUSE (d) thereof) that is accounted for as a Capital Expenditure.

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to subject (i) $17,500,000 in the case of any Capitalized Lease Liabilities) to clause (e) of Section 7.2.2) Capital Expenditures (exclusive of interest capitalized in accordance with GAAP) which do not aggregate in excess of the amount set forth below opposite such Fiscal Year; plus : Capital Expenditure Amount Fiscal Year (iiin millions) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to ----------- ------------- 2004 $ 90.0 2005 $25,000,000; 110.0 2006 $ 95.0 2007 $ 81.0 2008 $ 81.0 2009 $ 81.0 provided, however, that, to (i) in the extent the Base Amount exceeds the aggregate amount of event Capital Expenditures (other than amounts permitted to be made described in any capital budget for any Fiscal Year furnished pursuant to clause (a)(iij) above of Section 7.1.1 are not made or clause (b) below) actually committed to be made by the Borrower during such Fiscal Year, but will be made or committed to be made in the immediately succeeding Fiscal Year (such excess Capital Expenditures, "Deferred Capital Expenditures"), the Borrower may increase the maximum amount of Capital Expenditures permitted in the immediately succeeding Fiscal Year as specified opposite such Fiscal Year in the table set forth above by an amount equal to such Deferred Capital Expenditures, so long as (up A) such Deferred Capital Expenditures do not exceed $15,000,000 for such Fiscal Year, (B) such Deferred Capital Expenditures, when added to the Capital Expenditures actually made or committed to be made in the Fiscal Year in which such Deferred Capital Expenditures were initially expected to be made, would not exceed the maximum amount of Capital Expenditures permitted in such Fiscal Year as specified opposite such Fiscal Year in the table set forth above, (C) the Borrower furnishes to the Administrative Agent an aggregate officer's certificate describing such Deferred Capital Expenditures and the reason for the deferral of such Capital Expenditures and stating that the deferral of such Capital Expenditures will not adversely affect in any material respect the Borrower's ability to meet the Mine Plans then in effect and (D) the Administrative Agent is reasonably satisfied that the contents of such certificate are true and correct; and (ii) (A) to the extent Capital Expenditures are made or committed to be made in any Fiscal Year set forth above in an amount less than the maximum amount permitted for such Fiscal Year as specified opposite such Fiscal Year in the table set forth above (after decreasing such maximum amount by the amount of Deferred Capital Expenditures (if any) that the Borrower has indicated will be made or committed to be made in the immediately succeeding Fiscal Year), the Capital Expenditures which the Borrower or its Subsidiaries may make or commit to make in the immediately succeeding Fiscal Year shall be increased by 50% of the amount of the Base Amount for such Fiscal Year) may permitted Capital Expenditures not so made or committed to be carried forward to (but only to) made in the next succeeding immediately preceding 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry"Carry-forwardForward Amount"). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.;

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted SubsidiariesSubsidiaries (other than the Trademark Subsidiary and the IPO Subsidiary) which do not aggregate in excess of (x) in the case of Fiscal Years ending on or prior to June 30, not to exceed an amount 2000, $20,000,000 in such Fiscal Year or (the "Base Amount"y) equal to (i) $17,500,000 in the case of any Fiscal Year thereafter, $25,000,000 in such Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made, directly or indirectly, to the Borrower or any of its Restricted Subsidiaries by Holdings, the proceeds of equity issuances made to by the Borrower or any of its Restricted Subsidiaries, directly or indirectly, to Holdings, and repayments by any Person other than Holdings of the Borrower and its Restricted SubsidiariesIntercompany Loan, in each case after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital 87 95 contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any that portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Borrowers will not, and will not permit any of its Restricted their Subsidiaries to, make or commit to make Capital Expenditures (other than expenditures for the replacement of assets and property subject to a Disposition made in compliance with Section 3.1(d), Insurance Related Capital Expenditures, expenditures for the ATB expenditures for Vessels constructed or acquired with the proceeds of any Credit Extensions available as a result of the Commitments being increased pursuant to Section 2.1.6, and expenditures, in an aggregate amount not to exceed $5,000,000, for the construction and acquisition of any other Vessel) in any Fiscal Year, except Capital Expenditures which do not aggregate in excess of the amount set forth below opposite such Fiscal Year (the "Annual Capital Expenditure Amount"): 2004 $ 2,000,000 2005 $ 15,000,000 2006 $ 25,000,000 2007 $ 15,000,000 2008 $ 12,000,000 2009 $ 2,000,000 2010 $ 17,000,000 plus with respect to each Fiscal Year of MLP ending on or after to December 31, 2000, except 2004 an amount equal to any Capital Expenditures of for the Borrower and its Restricted Subsidiaries, preceding Fiscal Year permitted to be made under this Section 7.2.7 which were not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of any made during such prior Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to in the extent event the Base Amount exceeds the aggregate amount of Capital Expenditures Borrowers construct or acquire any Vessel (other than amounts permitted to be made the ATB) with the proceeds of any Credit Extensions available as a result of the Commitments being increased pursuant to clause (a)(ii) above or clause (b) below) actually made during Section 2.1.6, then the Annual Capital Expenditure Amount shall be increased to such Fiscal Yearamounts as the Administrative Agent shall determine in its sole and reasonable discretion, such excess amount (up including amounts necessary to an aggregate of 50% accommodate expenditures for the routine and customary maintenance and drydocking 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward)Vessels. (b) The parties acknowledge and agree that Borrowers may make Capital Expenditures in any Fiscal Year in addition to the amounts permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of if (i) such Capital Expenditures are made in respect of a Vessel at the request of a charterer for such Vessel, (ii) (x) in the case of charters entered into during the Support Period covering Vessels initially owned by the Original Owners, the amount so received from any charterer (other than Xxxx with respect to the New York) will not be counted as part of the Negotiated Rate (as defined in the Support Agreement) for the relevant Vessel pursuant to the terms of the Support Agreement and no Default has occurred with respect to the Support Agreement under Section 8.1.4 or 8.1.10, and (y) in the case of charters on Vessels not covered by the Support Agreement and charters covering Vessels initially owned by the Original Owners entered into after the Support Period, any amount received from any charterer in respect of capital expenditures made with respect to the Vessel chartered by such charterer, such amount to be the cost of such capital expenditures plus a return on capital, as certified in good faith by the chief financial Authorized Officer of USS Chartering LLC, Chemical Chartering or USCS Chartering, as appropriate, both as to the amount of the increase and that the increase represents the cost of such capital expenditures plus a return on capital, and (iii) if, in respect of the Existing Charter entered into by Xxxx for the New York, the amount so received from Xxxx for the purpose of making such Capital Expenditures actually made with cash capital contributions made respect to the Borrower or any New York that is in excess of its Restricted Subsidiaries, directly or indirectly, by any Person other than $35,000 per day for every year that such Vessel is subject to the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer Support Agreement. The amount of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the additional Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required Expenditures permitted to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures made by the Borrowers pursuant to this clause (b)) of Section 7.2.7, shall equal the amounts described in clauses (ii) and (iiiii) any portion of any acquisition that is permitted under Section 7.2.5 the immediately preceding sentence (other than pursuant to clause (d) thereof) that is accounted for as a such amounts being the "Reimbursed Capital ExpenditureExpenditure Amounts").

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) (A) $17,500,000 in the case of any the Fiscal YearYear ending December 31, 2000 and (B) $22,500,000 in the case of each Fiscal Year thereafter; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Subject (in the case of Capitalized Lease Liabilities) to subsection 6.3(g), Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by Borrower and its Subsidiaries in any Fiscal Year ending on or after set forth below, which in the aggregate do not exceed for such Fiscal Year the amount set forth below opposite such Fiscal Year: Fiscal Year Capital Expenditure Amount ----------- -------------------------- [TO COME] [TO COME] [provided that to December 31, 2000, except the extent that Capital Expenditures of the made by Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of Subsidiaries during any Fiscal Year; plus Year (iior portion thereof) an aggregate are less than the maximum amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount for such Fiscal YearYear 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount Years and utilized to be certified by the Borrower to the Agents make Capital Expenditures 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward).] (b) The parties acknowledge and agree that the In addition to any Capital Expenditures permitted Capital Expenditure level set forth in pursuant to clause (a) above shall be exclusive of above, Borrower and its Subsidiaries may make Capital Expenditures with (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower Casualty Proceeds and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, Net Disposition Proceeds to the extent such cash capital contributions or any proceeds from such equity issuance constitute permitted by subsections 2.5A(ii)(a) and (x) and (ii) Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are other equity proceeds not required to be applied as a prepayment to repay Loans pursuant to clause (d) subsection 2.5A(ii)(a). For the avoidance of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) doubt, any portion of any acquisition Permitted Acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) subsection 6.6 that is accounted for as Capital Expenditure shall not constitute a Capital Expenditure for purposes of this subsection 6.8 (provided that the aggregate limit for Permitted 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. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted SubsidiariesSubsidiaries (other than the Trademark Subsidiary and the IPO Subsidiary) which do not aggregate in excess of (x) in the case of Fiscal Years ending on or prior to June 30, not to exceed an amount 2000, $20,000,000 in such Fiscal Year or (the "Base Amount"y) equal to (i) $17,500,000 in the case of any Fiscal Year thereafter, $25,000,000 in such Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward).. 92 (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made, directly or indirectly, to the Borrower or any of its Restricted Subsidiaries by Holdings, the proceeds of equity issuances made to by the Borrower or any of its Restricted Subsidiaries, directly or indirectly, to Holdings, and repayments by any Person other than Holdings of the Borrower and its Restricted SubsidiariesIntercompany Loan, in each case after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer Office of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any that portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower Company and its Restricted Subsidiaries, Subsidiaries which do not to exceed an aggregate in excess of (x) the amount (the "Base Amount") equal to (i) $17,500,000 in the case of any set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditures -------------------- --------------- 1998 $50,000,000 1999 $30,000,000 2000 and thereafter $20,000,000; plus (iiy) an additional aggregate amount in addition equal to the Base Amount $25,000,000 over the term of this Agreement equal to $25,000,000Agreement; provided, however, that, to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to clause (x) of this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 Company 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 prior to the Borrower Company and its Restricted Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made (other than any portion of Net Equity Proceeds required to be applied as a mandatory prepayment pursuant to clause (d) of Section 3.1.1) made, directly or indirectly, to the Borrower Company or any of its Restricted Subsidiaries by FMH or Holdings, the proceeds of equity issuances made by the Company or any of its Restricted Subsidiaries, directly or indirectly, to FMH or Holdings, and repayments by any Person other than FMH or Holdings of the Borrower and its Restricted SubsidiariesIntercompany Loans, in each case after the Original Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents on or about before the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided made; provided, that, to the extent any such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital StockProceeds, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Subject (in the case of Capitalized Lease Liabilities) to clause (f) of Section 7.2.2, the Borrowers will not, and will not permit any of its Restricted their respective Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, other than Capital Expenditures made or committed to be made by a Borrower and its respective Subsidiaries in any Fiscal Year ending on or after to (or, in the case of the 2003 Fiscal Year, for the period from the Amendment Effective Date through December 31, 2000, except Capital Expenditures of 2003) which in the Borrower and its Restricted Subsidiaries, aggregate do not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in 22,500,000 for the 2003 and 2004 Fiscal Years (or such portion of the 2003 Fiscal Year, as the case of any Fiscal Year; plus may be) and (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,00017,500,000 for any Fiscal Year thereafter; provided, however, that, provided that to the extent the Base Amount exceeds the aggregate amount of that Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (other or portion thereof) are less than amounts the maximum amount permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount for such Fiscal YearYear 100% of such unused amount (each such amount, 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 (any such it being understood and agreed that no carry forward amount to may be certified by carried beyond the Borrower Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the Agents in foregoing, from and after the Compliance Certificate delivered consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding each Fiscal Year shall be deemed increased by an amount equal to be used 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12 month period most recently ended prior to the Borrower and its Restricted Subsidiaries using the Base Amount consummation of such Permitted Acquisition for which financial statements are available for such succeeding Person or business (provided that the Capital Expenditure amount for the Fiscal YearYear 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, without giving effect to such carry-forwardas the case may be). (b) The parties acknowledge and agree that the In addition to any Capital Expenditures permitted Capital Expenditure level set forth in pursuant to clause (a) above shall be exclusive of above, the Borrowers and their respective Subsidiaries may make Capital Expenditures (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower Net Casualty Proceeds and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, Net Disposition Proceeds to the extent such cash capital contributions or any proceeds from such equity issuance constitute permitted by clauses (d) and (e) of Section 3.1.1, (ii) with Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are other equity proceeds not required to be applied as a prepayment to repay Term Loans pursuant to clause (dh) of Section 3.1.1 may 3.1.1, (iii) with Excess Cash Flow for the immediately preceding Fiscal Year retained by the Borrowers and not required to be used for applied to repay Term Loans pursuant to clause (f) of Section 3.1.1, (iv) with respect to the West Salem, Ohio facility in an aggregate amount not to exceed $8,000,000 (inclusive of any Capital Expenditures made with respect thereto since the Original Closing Date) to fully in-source the window lineal extrusion production capacity of such facility and (v) from and after January 1, 2005, so long as the Leverage Ratio is less than 2.50:1 as set forth in the most recent Compliance Certificate delivered pursuant to this clause (b)e) and (ii) of Section 7.1.1, an additional amount not to exceed $5,000,000. For the avoidance of doubt, any portion of any acquisition Permitted Acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as Capital Expenditure shall not constitute a Capital Expenditure for purposes of this Section 7.2.7 (provided that the aggregate limit for Permitted Acquisitions shall be decreased dollar-for-dollar by the -113- amount expended in respect of such Permitted Acquisition that is so accounted as a Capital Expenditure).

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures of the Borrower Company and its the Restricted Subsidiaries, Subsidiaries not to exceed (i) an amount (the "Base Amount") equal to (i) $17,500,000 15,000,000 in the aggregate in the case of any Fiscal Year; Year plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 Company 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 prior to the Borrower Company and its the Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower Company or any of its Restricted SubsidiariesSubsidiary, directly or indirectly, by any Person other than the Borrower Company and its the Restricted Subsidiaries, Subsidiaries after the Closing Effective Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided provided, however, that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower Company of their respective Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) 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 Restricted Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries in any Fiscal Year ending on or after which in the aggregate do not exceed $10,000,000: provided, however, to December 31, 2000, except the extent that Capital Expenditures of made by the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of Subsidiaries during any Fiscal Year; plus Year (iior portion thereof) an aggregate are less than the maximum amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during for such Fiscal YearYear (or portion thereof), such excess amount (up to an aggregate of 50% of the such unused amount of the Base Amount for (each such Fiscal Yearamount, a "carry-forward amount") may be carried forward to (but only to) the next immediately succeeding Fiscal Year (any and utilized to make Capital Expenditures in 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 prior to in the Borrower and its Restricted Subsidiaries using event the Base Amount for amount permitted in such succeeding Fiscal Year, 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 such Fiscal Year (without giving effect to such carry-forwardforward amount) shall be made). (b) The parties acknowledge and agree that the In addition to any Capital Expenditures permitted Capital Expenditure level set forth in clause pursuant to paragraph (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiariesabove, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date Subsidiaries may make (i) Capital Expenditures with Casualty Proceeds and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, Net Disposition Proceeds to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance permitted by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause clauses (d) and (e) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) 3.1.1, and (ii) Capital Expenditures with Net Equity Proceeds. For the avoidance of doubt, any portion of any acquisition Permitted Acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as Capital Expenditure shall not 87 95 constitute a Capital Expenditure for purposes of this Section 7.2.7 (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. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Subject (in the case of Capitalized Lease Liabilities) to clause (f) of Section 7.2.2, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make any Capital Expenditures on or after the Closing Date, other than Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries in any Fiscal Year ending on or after to (or, in the case of the 2002 Fiscal Year, for the period from the Closing Date through December 31, 20002002) which in the aggregate do not exceed $17,500,000 for such Fiscal Year (or such portion of the 2002 Fiscal Year, except as the case may be); provided that to the extent that Capital Expenditures of made by the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of Subsidiaries during any Fiscal Year; plus Year (iior portion thereof) an aggregate are less than the maximum amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount for such Fiscal YearYear 100% of such unused amount (each such amount, 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 (any such it being understood and agreed that no carry forward amount to may be certified by carried beyond the Borrower Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the Agents in foregoing, from and after the Compliance Certificate delivered consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding each Fiscal Year shall be deemed increased by an amount equal to be used 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12 month period most recently ended prior to the Borrower and its Restricted Subsidiaries using the Base Amount consummation of such Permitted Acquisition for which financial statements available for such succeeding Person or business, (provided that the Capital Expenditure amount for the Fiscal YearYear 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, without giving effect to such carry-forwardas the case may be). (b) The parties acknowledge and agree that the In addition to any Capital Expenditures permitted Capital Expenditure level set forth in pursuant to clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiariesabove, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date Subsidiaries may make Capital Expenditures (i) with Casualty Proceeds and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, Net Disposition Proceeds to the extent such cash capital contributions or any proceeds from such equity issuance constitute permitted by clauses (d) and (e) of Section 3.1.1, (ii) with Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are other equity proceeds not required to be applied as a prepayment to repay Term Loans pursuant to clause (dh) of Section 3.1.1 may 3.1.1, (iii) with Excess Cash Flow for the immediately preceding Fiscal Year retained by the Borrower and not required to be used for Capital Expenditures applied to repay Term Loans pursuant to this clause (b)f) of Section 3.1.1, (iv) with respect to the West Salem, Ohio facility in an aggregate amount not to exceed $8,000,000 to fully in-source the window lineal extrusion production capacity of such facility and (iiv) from and after January 1, 2005, so long as the Leverage Ratio is less than 2.50:1 as set forth in the most recent Compliance Certificate delivered pursuant to clause (c) of Section 7.1.1, an additional amount not to exceed $5,000,000. For the avoidance of doubt, any portion of any acquisition Permitted Acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as Capital Expenditure shall not constitute a Capital Expenditure for purposes of this Section 7.2.7 (provided that the aggregate limit for Permitted 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. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except (i) Capital Expenditures for the acquisition of Vehicles and (ii) other Capital Expenditures which do not aggregate in any Fiscal Year set forth below the amount set forth opposite such Fiscal Year: Fiscal Year Amount 2007 $65,000,000 2008 $65,000,000 2009 $65,000,000 2010 $65,000,000 2011 $65,000,000 2012 $65,000,000 2013 $65,000,000 2014 $65,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of any Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made Subsidiaries pursuant to clause (a)(ii) above or clause in any Fiscal Year (bbefore giving effect to any increase in such permitted Capital Expenditure amount pursuant to this sentence) below) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, such excess amount (up may be carried forward and utilized to an aggregate of 50% of make Capital Expenditures in the amount of the Base Amount for such immediately succeeding Fiscal Year) ; provided that no amounts once carried forward pursuant to this sentence may be carried forward to (but only to) the next succeeding any Fiscal Year thereafter. (any such amount to be certified by the Borrower c) In addition to the Agents foregoing, 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 prior to event that the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding have made Capital Expenditures in any Fiscal Year, without giving effect Year pursuant to such carry-forward). clauses (a)(ii) and (b) The parties acknowledge above in an amount equal to the maximum aggregate amount permitted to be made by the Borrower and agree that its Subsidiaries during such Fiscal Year and so long as no Default or Event of Default then exists, the Borrower and its Subsidiaries may utilize up to 15% of the applicable permitted scheduled Capital Expenditure level amount as set forth in clause (a) above shall be exclusive of (i) for the amount of immediately succeeding Fiscal Year to make additional Capital Expenditures actually made with cash capital contributions made to in the Borrower or any of its Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditurethen current Fiscal Year.

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 the Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its the Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 40,000,000 in the case of any such Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over after the term of this Agreement Effective Date equal to $25,000,00050,000,000; provided, however, provided that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower and its the Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its the Restricted Subsidiaries, directly or indirectly, by any Person other than the Borrower and its the Restricted Subsidiaries, after the Closing Effective Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents Administrative Agent on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco Holdings or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Parent and each Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) Capital Expenditures which do not exceed $17,500,000 25,000,000 in the case of any Fiscal Year; plus Year and (ii) an additional Capital Expenditures which do not exceed $20,000,000 in the aggregate amount in addition to the Base Amount over during the term of this Agreement equal to $25,000,000; providedAgreement: PROVIDED, howeverHOWEVER, that, that to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to CLAUSE (i) of this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal YearYear (other than pursuant to CLAUSE (ii) of this Section), up to 50% 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 VHC 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 the succeeding Fiscal Year shall be deemed to be used prior to the Borrower Borrowers and its Restricted their Subsidiaries using the Base Amount for such succeeding Fiscal Year, 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 CLAUSE (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiariesmade, directly or indirectly, by any Person other than the Borrower Borrowers and its Restricted their Subsidiaries, after the Closing Date to a Borrower or any of its Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided thatmade, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) Eligible Acquisition that is accounted for as a Capital ExpenditureExpenditure or (iii) any Capital Expenditures funded with (x) any Casualty Proceeds, as permitted under CLAUSE(c)(iii) of SECTION 3.1.1 or (y) any Net Deposition Proceeds of any Disposition permitted under CLAUSE (c) of SECTION 7.2.11 or any disposition of obsolete or worn out equipment permitted under CLAUSE (a) of SECTION 7.2.11.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Holdings and the 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 ending on or after to December 31, 2000Year, except Capital Expenditures of Holdings, the Borrower and its the Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) (A) in respect of Fiscal Year 2006, $17,500,000 27,000,000, (B) in the case respect of any Fiscal YearYear 2007, $30,000,000 and (C) thereafter, $35,000,000; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,00010,000,000; provided, however, provided that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to Holdings, the Borrower and its the Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions (including the proceeds of issuances of equity securities) made to Holdings, the Borrower or any of its the Restricted Subsidiaries, directly or indirectly, by any Person other than Holdings, the Borrower and its the Restricted Subsidiaries, after the Closing Effective Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents Administrative Agent on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco Holdings or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 3. 1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) which do not aggregate in excess of $17,500,000 25,000,000 in the case of any such Fiscal Year; Year plus (ii) an additional aggregate amount in addition equal to the Base Amount $20,000,000 over the term of this Agreement equal to $25,000,000Agreement; provided, however, that, that to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 Company 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 prior to the Borrower Company and its Restricted Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to (including the Borrower or any proceeds of its Restricted Subsidiariesissuances of equity securities) made, directly or indirectly, by any Person other than the Borrower Company and its Restricted Subsidiaries, after the Closing Date to the Company or any of its Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided made; provided, that, to the extent any such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective its Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (de) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Subject (in the case of Capitalized Lease Liabilities) to clause (f) of Section 7.2.2, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries in any Fiscal Year ending on or after which in the aggregate do not exceed $17,500,000 for such Fiscal Year; provided that to December 31, 2000, except the extent that Capital Expenditures of made by the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) $17,500,000 in the case of Subsidiaries during any Fiscal Year; plus Year (iior portion thereof) an aggregate are less than the maximum amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during for such Fiscal Year, such excess amount (up to an aggregate of Year 50% of the such unused amount of the Base Amount for (each such Fiscal Yearamount, 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 (any such it being understood and agreed that no carry forward amount to may be certified by carried beyond 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 immediately succeeding the Fiscal Year in which it arose); provided, further, that [White & Case to be used prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward)provide language re: 3% of increased sales from Permitted Acquisitions]. (b) The parties acknowledge and agree that the In addition to any Capital Expenditures permitted Capital Expenditure level set forth in pursuant to clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiariesabove, directly or indirectly, by any Person other than the Borrower and its Restricted Subsidiaries, after the Closing Date Subsidiaries may make Capital Expenditures (i) with Casualty Proceeds and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided that, Net Disposition Proceeds to the extent such cash capital contributions or any proceeds from such equity issuance constitute permitted by clauses (d) and (e) of Section 3.1.1, (ii) with Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are other equity proceeds not required to be applied as a prepayment to repay Loans or Cash Collateralize Letter of Credit Outstandings pursuant to clause (dh) of Section 3.1.1, (iii) with Excess Cash Flow for the immediately preceding Fiscal Year retained by the Borrower and not required to be applied to repay Loans or Cash Collateralize Letter of Credit Outstandings pursuant to clause (f) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (iiiv) with respect to the West Salem, Ohio facility in an aggregate amount not to exceed $8,000,000 to fully in source the window lineal extrusion production. For the avoidance of doubt, any portion of any acquisition Permitted Acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as Capital Expenditure shall not constitute a Capital Expenditure for purposes of this Section 7.2.7 (provided that the aggregate limit for Permitted 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. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Holdco and the Company will not, and will not permit any of its other Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures (i) which do not aggregate in excess of the Borrower and its Restricted Subsidiaries, not to exceed an amount $20,000,000 in such Fiscal Year (the "Base AmountBASE AMOUNT") equal to (i) $17,500,000 in the case of any Fiscal Year; plus PLUS (ii) an additional aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,00010,000,000; providedPROVIDED that at such time as the Leverage Ratio is less than or equal to 4.0 to 1.0 as of the end of the immediately preceding Fiscal Year such additional aggregate amount shall be increased to $20,000,000; PROVIDED, howeverHOWEVER, that, that to the extent the Base Amount for any Fiscal Year exceeds the aggregate amount of Capital Expenditures (other than amounts Capital Expenditures permitted to be made pursuant to clause CLAUSE (a)(ii) above or clause CLAUSE (b) below) actually made during such Fiscal Year, 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 Company 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 prior to Holdco and the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause CLAUSE (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to (including the Borrower or any proceeds of its Restricted Subsidiariesissuances of equity securities) made, directly or indirectly, by any Person other than the Borrower Holdco and its Restricted Subsidiaries, after the Closing Date to Holdco or any of its Restricted Subsidiaries and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided made; PROVIDED, that, to the extent any such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective its Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause CLAUSE (d) of Section SECTION 3.1.1 may be used for Capital Expenditures pursuant to this clause CLAUSE (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure.

Capital Expenditures, etc. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower Company and its Restricted Subsidiaries, Subsidiaries which do not to exceed an aggregate in excess of (x) the amount (the "Base Amount") equal to (i) $17,500,000 in the case of any set forth below opposite such Fiscal Year: -124- Maximum Capital Fiscal Year Expenditures ----------- --------------- 1998 $50,000,000 1999 $30,000,000 2000 and thereafter $35,000,000; plus (iiy) an additional aggregate amount in addition equal to the Base Amount $25,000,000 over the term of this Agreement equal to $25,000,000Agreement; provided, however, that, to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to clause (x) of this Section exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 Company 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 prior to the Borrower Company and its Restricted Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of the amount of (i) Capital Expenditures made with respect to the amount Cost Savings Program which do not, together with all other amounts paid or to be paid by the Company and its Restricted Subsidiaries with respect to the Cost Savings Program, exceed in the aggregate, in the case of Phase I Cost Savings (as defined in the Information Memorandum), $19,800,000, and, in the case of Phase II Cost Savings (as defined in the Information Memorandum) $6,200,000, (ii) Capital Expenditures actually made with cash capital contributions made (other than any portion of Net Equity Proceeds required to be applied as a mandatory prepayment pursuant to clause (d) of Section 3.1.1) made, directly or indirectly, to the Borrower Company or any of its Restricted Subsidiaries by FMH or Holdings, the proceeds of equity issuances made by the Company or any of its Restricted Subsidiaries, directly or indirectly, to FMH or Holdings, and repayments by any Person other than FMH or Holdings of the Borrower and its Restricted SubsidiariesIntercompany Loans, in each case after the Original Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower Company to the Agents on or about before the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (made; provided that, to the extent any such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital StockProceeds, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (iiiii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure (provided that, for the avoidance of doubt, in the event the clause (or subclause) in Section 7.2.5 utilized in permitting such acquisition contains a dollar limit for the aggregate amount of acquisitions permitted under such clause (or subclause), such limit 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. With respect to Capital Expenditures, the parties covenant and agree as follows: (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiaries, if any, to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000Year, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i) which do not aggregate in excess of $17,500,000 10,000,000 in the case of any such Fiscal Year; plus Year PLUS (ii) an aggregate amount in addition equal to the Base Amount $10,000,000 over the term of this Agreement equal to $25,000,000Agreement; provided, however, that, to the extent the Base Amount amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to clause (i) above exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, such excess amount (up to an aggregate of 50% of the amount of the Base Amount 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 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 prior to the Borrower and its Restricted Subsidiaries Subsidiaries, if any, using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward). (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted Subsidiaries, directly or indirectlyif any, by any Person other than the Borrower and its Restricted SubsidiariesHoldco or Intermediate Holdco, after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided thatmade, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any that portion of any acquisition that is permitted under Section SECTION 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital ExpenditureExpenditure and (iii) any Capital Expenditure made with Net Disposition Proceeds pursuant to the proviso to clause (d) of SECTION 3.L.1.

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 Restricted Subsidiaries Subsidiary to, make or commit to make Capital Expenditures in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures of the Borrower and its Restricted Subsidiaries, Subsidiaries not to exceed (i) an amount (the "Base Amount") equal to (i) $17,500,000 15,000,000 in the case of any Fiscal Year; , plus (ii) an ----------- aggregate amount in addition to the Base Amount over the term of this Agreement equal to $25,000,000; provided, however, that, to the extent the Base Amount exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 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 prior to the Borrower and its Restricted Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward)15,000,000. (b) The parties acknowledge and agree that the permitted Capital Expenditure level set forth in clause (a) above shall be exclusive of (i) ---------- the amount of Capital Expenditures actually made with cash capital contributions made to the Borrower or any of its Restricted SubsidiariesSubsidiary, directly or indirectly, by any Person other than the Borrower and its the Restricted Subsidiaries, Subsidiaries after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution or equity issuance) (provided provided, however, -------- ------- that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by AHC, Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are is not required to be applied as a prepayment pursuant to clause (d) of Section 3.1.1 may be used ---------- ------------- for Capital Expenditures pursuant to this clause (b)) and (ii) any portion ---------- of any acquisition that is permitted under Section 7.2.5 (other than ------------- pursuant to clause (d) thereof) that is accounted for as a Capital ---------- Expenditure.

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 Restricted Subsidiaries to, make or commit to make Capital Expenditures, except (subject to the second proviso below) Capital Expenditures in an aggregate amount in any Fiscal Year ending on or after to December 31, 2000, except Capital Expenditures which do not aggregate in excess of the Borrower and its Restricted Subsidiaries, not to exceed an amount set forth below opposite such Fiscal Year (the "Base AmountCapital Expenditures") equal to (i) ): Base Capital Fiscal Year Expenditures 1995 $17,500,000 in the case of any Fiscal Year; plus (ii) an aggregate amount in addition to the Base Amount over the term of this Agreement equal to 25,000,000 1996 $25,000,00040,000,000 1997 $30,000,000 1998 $40,000,000 1999 $30,000,000 2000 $40,000,000; provided, howeverthat for Fiscal Year 1995 only, thatthe amount of Base Capital Expenditures permitted to be made pursuant to this Section shall be exclusive of lease liabilities capitalized during such Fiscal Year in respect of the facility located at Beverly, West Virginia; provided, further, that to the extent exxxxx xxe amounx xx Xxxe Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (including the Base Amount second proviso below) exceeds the aggregate amount of Capital Expenditures (other than amounts permitted to be made pursuant to clause (a)(ii) above or clause (b) below) actually made during such Fiscal Year, 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 to the Agents 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 prior to only after the Borrower and its Restricted Subsidiaries using have fully used the amount of Base Amount Capital Expenditures permitted by this Section for such succeeding Fiscal Year, Year without giving effect to such carry-forwardforward (any such Capital Expenditures being made as a result of such carry-forward being referred to herein as "Carry Forward Capital Expenditures"). (b) The parties acknowledge ; provided, further, that, in any event, and agree that notwithstanding anything to the permitted Capital Expenditure level contrary set forth in clause (a) above shall be exclusive of (i) the amount of above, Capital Expenditures actually made with cash capital contributions (whether Base Capital Expenditures, Carry Forward Capital Expenditures or Excepted Capital Expenditures) shall only be permitted to be made to the Borrower or any of its Restricted Subsidiariesextent (and only to the extent), directly or indirectlyand in such aggregate amount (such aggregate amount being referred to herein as "Permitted Capital Expenditures"), by any Person other than such that the Borrower and its Restricted Subsidiaries, after the Closing Date and specifically identified would remain in a certificate delivered by an Authorized Officer of the Borrower to the Agents on or about the time such capital contribution or equity issuance is made (but in any event prior to the time of the Capital Expenditure made compliance with such capital contribution or equity issuance) (provided that, to the extent such cash capital contributions or any proceeds from such equity issuance constitute Net Equity Proceeds arising from the issuance by Holdco or the Borrower of their respective Capital Stock, only that portion of such Net Equity Proceeds which are not required to be applied as a prepayment pursuant to clause (dc) of Section 3.1.1 may be used for Capital Expenditures pursuant to this clause (b)) and (ii) any portion of any acquisition that is permitted under Section 7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as a Capital Expenditure7.2.4 after giving effect thereto.