Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. No Credit Party shall make or commit to make Capital Expenditures for the Fiscal Year ending on any date set forth in the table below in an aggregate amount exceeding the dollar limitation set forth in the table below (athe “Capital Expenditure Limitation”) Holdings will notopposite such date: February 1, 2014 $ 9,000,000 January 31, 2015 $ 9,000,000 January 30, 2016 $ 9,000,000 provided, that (i) if at the end of any Fiscal Year set forth above, the Capital Expenditure Limitation for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made or incurred by the Credit Parties during such Fiscal Year (the amount of such excess being referred to herein as the “Excess Amount”), the Credit Parties shall be entitled to make additional Capital Expenditures in the succeeding Fiscal Year (and will not permit any only such succeeding calendar year) in an aggregate amount equal to 50% of its Subsidiaries to, make any the Excess Amount and (ii) Capital Expenditures, except that Expenditures made pursuant to this Paragraph 5 during any Fiscal Year shall be deemed made first, in respect of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make the Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite Expenditure Limitation for such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 as provided above (b) In addition without giving effect to amounts carried over from the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries prior Fiscal Year pursuant to clause (ai) above above) and second, in any respect of the Excess Amount carried over from the prior Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (ai) above; provided, may be carried forward and utilized further, that in addition to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) the table above for such subsequent Fiscal Year are first used in full. (c) In addition to and the foregoingproviso above, the Borrower and its Subsidiaries Credit Parties may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(aA) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Salerelated to a new point-of-sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower merchandising and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion -commerce information system in an aggregate amount not to exceed $95,000,000 in 5,500,000 during the aggregate. (f) In addition to period beginning from the foregoing, Original Closing Date continuing during the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event term of Default shall have occurred and be continuing or would result therefrom this Agreement and (2B) related to moving the Borrowers’ distribution center and corporate offices in an aggregate amount not to exceed $1,500,000 during the term of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:Agreement.

Capital Expenditures. (a) Holdings Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make expenditure or commitments for Unfunded Capital Expenditures so long as the in an aggregate amount of for all such Capital Expenditures does not exceed Borrowers and Subsidiaries (i) in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: fiscal year ending December 31, 2010 $ 350,000,000 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2011 $ 350,000,000 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2012 $ 350,000,000 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2013 $ 350,000,000 December 312023, 2014 $ 350,000,000 December 31in excess of $60,000,000; provided, 2015 $ 350,000,000 (b) In addition to the foregoinghowever, in the event that the amount of Unfunded Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in during any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater fiscal year are less than the amount of Capital Expenditures actually made by permitted for such fiscal year, then the Borrower unused amount (the “Carryover Amount”) may be carried over and its Subsidiaries during used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such Fiscal Year, succeeding fiscal year; (ii) with respect to the lesser of (x) such excess and (y) first 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) aboveCarryover Amount, each Borrower may, and may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or permit any of its Subsidiaries from to, contract for, purchase or make any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following Unfunded Capital Expenditure without complying with the date of such Asset Sale, but only CapEx Test; and (iii) with respect to the extent that second 50% of the Carryover Amount (and until such Net Sale Proceeds are not otherwise required to be applied as Xxxxxxxxx amount has been extinguished), on a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoingquarterly basis, the each Borrower may, and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or permit any of its Subsidiaries from to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required Borrowers and/or Subsidiaries to be applied as a mandatory repayment and/or commitment reduction pursuant in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 5.02(d). (e) In addition to the foregoing7.6, the Borrower and its Subsidiaries may make additional “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(aExpenditures) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary as of the Effective Date, Capital Expenditures last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate1.00 on a pro forma basis. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not Make or permit any of its Subsidiaries to, make any Capital Expenditures, except that Expenditures during any Fiscal Year fiscal year in excess of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth below opposite such fiscal year: Fiscal Period Amount ------------- ------ Fiscal Year below: December Ending July 31, 2010 $ 350,000,000 December 1996 $55,000,000 Fiscal Year Ending July 31, 2011 $ 350,000,000 December 1997 $50,000,000 Fiscal Year Ending July 31, 2012 $ 350,000,000 December 1998 $35,000,000 Fiscal Year Ending July 31, 2013 $ 350,000,000 December 1999 $35,000,000 Fiscal Year Ending July 31, 2014 $ 350,000,000 December 2000 or thereafter $37,000,000 provided, however, that (i) the amount set forth above with respect to any fiscal year shall be increased by the amount, if any, by which the Net Cash Proceeds received during such fiscal year in respect of any Prepayment Event described in clause (2) or (3) of the definition of such term exceeds the aggregate principal amount of Rollover Term Loans prepaid with respect to such Prepayment Event pursuant to Section 2.12(d) or deposited or applied pursuant to Section 2.12(g) in lieu of such prepayment, (ii) the amount 103 98 set forth above with respect to any fiscal year (other than the fiscal year ending July 31, 2015 $ 350,000,000 1996) shall be increased by the amount, if any, by which the amount of Excess Cash Flow for the immediately preceding fiscal year exceeds the aggregate principal amount of Rollover Term Loans prepaid pursuant to Section 2.12(e) by reference to such Excess Cash Flow, (biii) In addition if Capital Expenditures made in any fiscal year are less than the applicable maximum amount set forth above opposite such fiscal year (plus the additional amount, if any, of Capital Expenditures permitted in such fiscal period pursuant to clauses (i) and (ii) above, but excluding the additional amount, if any, of Capital Expenditures permitted in such fiscal period as a result of a carryover from the preceding fiscal period by reason of this clause), then an amount equal to the foregoing, in the event that lesser of such shortfall or $15,000,000 shall be carried forward and added to the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the next fiscal year; provided further, however, that the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth any consideration paid or given in such connection with a Permitted Acquisition in reliance upon sub- clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(aB) or (b)C) with of clause (iii) of the amount definition of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only "Permitted Acquisition" shall not thereafter be available for Capital Expenditures pursuant to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)foregoing proviso. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Neither Holdings nor any Subsidiary will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except ; provided that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries subsidiaries may make (a) maintenance Capital Expenditures so long as made (i) during the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below period from the amount set forth opposite such Fiscal Year below: Effective Date to December 31, 2010 $ 350,000,000 2008, not exceeding $10,000,000 in the aggregate and (ii) during any fiscal year of the Borrower ending after December 31, 2011 $ 350,000,000 2008, not exceeding $17,500,000 in the aggregate in any such fiscal year, and (b) turnaround Capital Expenditures made (i) during the fiscal year of the Borrower ending on December 31, 2009, not exceeding $22,500,000 in the aggregate, and (ii) during the period from October 1, 2012 $ 350,000,000 December to March 31, 2013 $ 350,000,000 December 312014, 2014 $ 350,000,000 December 31not exceeding $26,500,000 in the aggregate; provided that, 2015 $ 350,000,000 if in any period specified in this clause (b) In the Borrower and its subsidiaries in the aggregate do not make the entire amount of turnaround Capital Expenditures permitted for such period by this clause (b), such unutilized amount may be utilized during the first six months after the end of such period but not at any time thereafter; and provided further that, notwithstanding the foregoing, at any time on or after the Applicable Margin Covenant Compliance Date, the Borrower and its subsidiaries may make, in addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause if (b)A) is greater than at the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% time of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) abovemaking thereof, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Default, Event of Default Default, ABL Availability Deficit or Debt Service Reserve Deficit shall have occurred and be continuing or would result therefrom and (2) the aggregate Deferred Excess Cash Flow amount is not greater than zero, and (B) the amount of such Capital Expenditures made pursuant to this clause (f) Expenditure shall not exceed the limitations set forth belowRetained Amount at the time of the making thereof.” 27. Article VI of the Term Loan Agreement is amended by adding the following new Section 6.19 after Section 6.18 thereof:

Capital Expenditures. (a) Holdings will notOther than any Capital Expenditures financed from proceeds of any purchase money Indebtedness permitted by Section 8.2, and will not permit any of its Subsidiaries to, make or commit to make any Capital ExpendituresExpenditure, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during in the ordinary course of business not exceeding $75,000,000 in fiscal year 2007 after the Closing Date, $100,000,000 in fiscal year 2008, and $80,000,000 in any fiscal year thereafter; provided, that (i) up to 100% of any amount permitted but not expended in any fiscal year may be carried over for expenditure in the next succeeding fiscal year (it being understood that no portion of such Fiscal Yearcarried over amount for any fiscal year may be used until the entire initial amount of permitted Capital Expenditures for the current fiscal year has been used for Capital Expenditures), (ii) Capital Expenditures made with the lesser proceeds of (x) such excess any Reinvestment Deferred Amount will not be subject to the foregoing restriction and (yiii) 50% Capital Expenditures made from and counted against Available Retained ECF will not be subject to the foregoing restriction if Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Capital Expenditures; and (b) Notwithstanding anything to the applicable permitted scheduled Capital Expenditure amount as set forth contrary contained in such clause (a) above, may be carried forward and utilized to make for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward such fiscal year pursuant to this Section 11.10(b) may be 8.7 (including as a result of any amount carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to over in accordance with clause (a) above for such subsequent Fiscal Year are first used in full. (cabove) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received increased by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 10,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount expended in the aggregate. (f) In addition to the foregoingrespect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures that would have been permitted to be made pursuant to this clause (f) shall not exceed in the limitations set forth below:immediately succeeding fiscal year.

Capital Expenditures. (a) Holdings will notMake, and will not or permit any of its Subsidiaries toto make, make any Capital Expenditures, except Expenditures that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Borrower and its Subsidiaries in any Fiscal Year of Holdings period set forth below to exceed the amount set forth opposite below for such period: RELEVANT PERIOD AMOUNT Closing Date - 9/30/98 $50,000,000 10/1/98 - 9/30/99 $100,800,000 10/1/99 - 9/30/00 $121,900,000 10/1/00 - 9/30/01 $125,500,000 10/1/01 - 9/30/02 $129,100,000 10/1/02 - 9/30/03 $132,700,000 10/1/03 - 9/30/04 $136,300,000 Notwithstanding anything to the contrary contained in this Section 5.02(j), to the extent that Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year are less than the maximum amount permitted to be made for such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to in accordance with the foregoing, 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year in the event the amount permitted in accordance with the foregoing in such succeeding Fiscal Year has been used (it being understood and agreed that no carry-forward amount may be carried forward beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose and that no portion of the carry-forward amount for any Fiscal Year may be used until the entire amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any such Fiscal Year of Holdings (before without giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (bcarry-forward amount) shall be made)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the . The Borrower and its Subsidiaries may also make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset SaleFiscal Year, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In in addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the maximum amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required permitted to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected made for such Fiscal Year in accordance with the requirements of Section 11.04(viii) and (y) on or prior foregoing, in an amount equal to the first anniversary 50% of the Effective Datemaximum amount (each such amount, Capital Expenditures a "carry-back amount") permitted to effect be made for the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:immediately succeeding Fiscal Year in

Capital Expenditures. Permit Holdings or its Subsidiaries to make any Capital Expenditure, except that: (a) Holdings will notDuring any fiscal year ending closest to December 31, and will not permit any of its Subsidiaries to2003 or thereafter, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures thereof does not exceed $175,000,000 for any such fiscal year (provided that the amounts for any such fiscal year shall be reduced by any amounts used to make Permitted Business Acquisitions in any Fiscal Year such fiscal year pursuant to clause (x) of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000proviso to the definition of Permitted Business Acquisition Amount). (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, in to the event extent that the aggregate amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% in any fiscal year of the applicable permitted scheduled Capital Expenditure Borrower ending closest to December 31, 2003 or thereafter pursuant to Section 6.10(a) is less than the amount as set forth in for such fiscal year pursuant to preceding clause (a) above), the amount of such difference may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal years, provided that (x) no amounts once carried forward in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (ab) above shall in no event exceed an amount equal to 50% of the amount set forth in Section 6.10(a) for such subsequent Fiscal Year are first used in fullfiscal year. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower and its Subsidiaries may make additional Capital Expenditures as follows: (which i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) made with the amount proceeds of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset SaleDesignated Capital Contributions, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (dii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not may be included in made at any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion time in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom Cumulative Retained Excess Cash Flow Amount at such time and (2iii) the aggregate amount of Capital Expenditures may be made pursuant at any time in an amount not to this clause (f) shall not exceed the limitations set forth below:Cumulative Retained Net Proceeds Amount at such time.

Capital Expenditures. (a) Holdings At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below Expenditures except: (taken as one accounting period), Holdings i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed in an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any Fiscal Year of Holdings set forth below amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the amount set forth opposite such Fiscal Year below: December 31case may be, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoingextent deposited in a prior fiscal year, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% all such Capital Expenditures are made in accordance with the terms of the applicable permitted scheduled Capital Expenditure amount respective Management Agreement for such Hotel Properties or real estate, as set forth the case may be; (iii) in such clause (a) above, may be carried forward and utilized addition to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to by the foregoingother clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included payments in any determination under Section 11.10(a) or (b)) with the amount respect of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Capitalized Lease Obligations to the extent that such Net Sale Proceeds Capitalized Lease Obligations are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to permitted under Section 5.02(d).11.02; and (div) In in addition to the foregoingCapital Expenditures permitted by the other clauses of this Section 11.12(a), the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year in which the Effective Date occurs for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1) no Event of Default shall have occurred and be continuing or would result therefrom and )), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made pursuant to during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this clause Section 11.12(a) (fas applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not exceed apply when the limitations set forth below:Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) Holdings will notMake, and will not or permit any of its Subsidiaries toto make, make any Capital Expenditures, except Expenditures that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Parent and its Subsidiaries (excluding expenditures made with Net Cash Proceeds that shall have been reinvested in accordance with this Agreement and the reimbursement of insurance proceeds) in any Fiscal Year of Holdings period set forth below to exceed (1) during the Suspension Period, U.S.$15,000,000 and (2) at any time after the expiration of the Suspension Period, the sum of (a) 25% of the increase (the "Increase Portion") in Consolidated Pro Forma Adjusted EBITDA due solely to the consummation of a Permitted Acquisition or Pending Acquisition during such period or any prior period (such Increase Portion to be applied pro rata for the remaining of the Fiscal Year in which such Permitted Acquisition or Pending Acquisition is consummated), and (b) the amount set forth opposite below for such period: ====================================================== Fiscal Year below: Ending In Amount ------ ------------------------------------------------------ December 31, 2010 $ 350,000,000 2001 U.S.$48,000,000 December 31, 2011 $ 350,000,000 2002 U.S.$50,000,000 December 31, 2012 $ 350,000,000 2003 U.S.$53,000,000 December 31, 2013 $ 350,000,000 2004 U.S.$56,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to 2005 U.S.$59,000,000 For each Fiscal Year thereafter U.S.$62,000,000 ====================================================== Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)sentence) is greater than exceeds the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately next succeeding Fiscal Yearyear, provided that (x) in no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default event shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made during any Fiscal Year pursuant to this clause (f) shall not sentence exceed 150% of the limitations Capital Expenditures that would be permitted to be made but for the provisions of this sentence; provided, further that the amount set forth belowabove for the Fiscal Year ending December 31, 2003 shall be reduced by the aggregate amount of any Capital Expenditures made during the Suspension Period." (l) Section 5.04(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as Permit the aggregate amount of all such Capital Expenditures does not exceed made by the Borrower, Inland and the Restricted Subsidiaries in any Fiscal Year of Holdings fiscal year set forth below to exceed the amount set forth opposite such Fiscal Year year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000Year Amount ---- ------ 2001 $38,000,000 2002 $60,000,000 2003 $60,000,000 2004 $60,000,000 2005 $60,000,000 2006 $60,000,000 (b) In addition Notwithstanding anything to the foregoing, contrary contained in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause paragraph (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower, Inland and the Restricted Subsidiaries pursuant to Section 6.11(a) in any fiscal year is less than the amount permitted by Section 6.11(a) with respect to such fiscal year, the amount of such difference may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year (after the full amount of Capital Expenditures otherwise permitted to be made under Section 6.11(a) in such fiscal year, without regard to the provisions of this paragraph (b), have been made); provided that (x) no the amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year such succeeding fiscal year shall lapse and terminate at the end of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullfiscal year. (c) In addition addition, if the Consolidated Leverage Ratio at the end of any fiscal year ending on or after December 31, 2001 is equal to the foregoingor less than 3.5 to 1.0, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with then the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction Capital Expenditures permitted pursuant to Section 5.02(d)6.11(a) in the next fiscal year shall be increased to the depreciation expense of Inland and its Restricted Subsidiaries for such fiscal year then ended. (d) In addition to the foregoingaddition, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made permitted pursuant to this clause Section 6.11 (fa) with respect to any fiscal year shall be increased by the aggregate principal amount of IINV Loans or capital contributions made after March 31, 2001 ("IINV Capex Loans"), provided that the aggregate principal amount of IINV Loans outstanding immediately prior to the making of such IINV Capex Loans (net of any IINV Loans made in order to comply with Section 6.09 or referred to in Section 6.03(b)(ix)) shall not exceed be less than $110,000,000." SECTION 10. Amendment to Section 10.04(b) of the limitations set forth below:Credit Agreement. Section 10.04(b) of the Credit Agreement is hereby amended by deleting the reference therein to "$5,000,000" and substituting in lieu thereof a reference to "$1,000,000".

Capital Expenditures. (a) Holdings will notMake, and will not or permit any of its Subsidiaries toto make, make any Capital Expenditures, except Expenditures that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries to exceed $80,000,000 during the Fiscal Year ending December 31, 1998, $70,000,000 during the Fiscal Year ending December 31, 1999 and $100,000,000 during each Fiscal Year thereafter, provided, that, other than during the Restricted Period to the extent that any Capital Expenditures permitted to be made in any Fiscal Year shall not have been so made, such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, Expenditures may be carried forward and utilized to make Capital Expenditures made in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided further, that (1) no Event for purposes of Default shall have occurred and be continuing or would result therefrom and (2) calculating the aggregate amount of Capital Expenditures made permitted in any Fiscal Year, any amounts so carried over from the immediately preceding Fiscal Year shall be deemed to be spent after amounts otherwise permitted to be spent in such Fiscal Year; and provided still further, however, that, during the Restricted Period, after giving effect to any such Capital Expenditure, the aggregate amount of all Unused Working Capital Commitments shall be not less than $100,000,000." (i) Section 5.03 of the Credit Agreement is amended by (i) deleting the words "the Borrower" and substituting therefor the word "Holdings" in the third, fifth, and eighth lines of subsection (b) thereof and in the third, fourth, sixth and eleventh lines of subsection (c) thereof, and (ii) by adding immediately following the phrase "all Other Additions, if any, for such Rolling Period" in subsections (b) and (c) thereof the following: "and (C) stating that the financial statements of Holdings and its Subsidiaries delivered pursuant to this clause subsection are substantially the same as the financial statements of the Borrower and its Subsidiaries for the same dates and periods". (fj) shall not exceed Section 5.03 of the limitations set forth below:Credit Agreement is amended by inserting the following as a new Section 5.03(v):

Capital Expenditures. (a) Holdings The Parent Companies, Holdings, the US Borrower and the UK Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as that would cause the aggregate amount of all such Capital Expenditures does not exceed made by the US Borrower and the Restricted Subsidiaries in any Fiscal Year fiscal year of Holdings the US Borrower set forth below to exceed the sum of (a) the greater of (i) the amount set forth in the table below opposite such Fiscal Year below: fiscal year and (ii) an amount equal to 6.00% multiplied by Consolidated Net Sales for such fiscal year (such greater amount, the "Permitted Capital Expenditure Amount") and (b) the Available Amount as of the last day of such fiscal year (provided that no portion of the Available Amount may be used for Capital Expenditures until the entire amount of the sum of (i) the Permitted Capital Expenditure Amount for such year and (ii) the carry-forward amount (as defined below in this Section 10.11) for such year shall have been used to make Capital Expenditures). January 1, 2003 to December 31, 2010 2003 $ 350,000,000 50,000,000 January 1, 2004 to December 31, 2011 2004 $ 350,000,000 55,000,000 January 1, 2005 to December 31, 2012 2005 $ 350,000,000 60,000,000 January 1, 2006 to December 31, 2013 2006 $ 350,000,000 65,000,000 January 1, 2007 to December 31, 2014 2007 $ 350,000,000 65,000,000 January 1, 2008 to December 31, 2015 2008 $ 350,000,000 (b) In addition 65,000,000 January 1, 2009 to December 31, 2009 $ 65,000,000 January 1, 2010 and thereafter $ 65,000,000 To the foregoing, in the event extent that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (aother than Permitted Acquisitions that constitute Capital Expenditures) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the US Borrower and its the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50100% of the applicable permitted scheduled Capital Expenditure such unused amount as set forth in (each such clause (a) aboveamount, may be carried a "carry-forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(bamount") may be carried forward to any Fiscal Year of Holdings thereafter the immediately succeeding fiscal year and utilized to make such Capital Expenditures in such succeeding fiscal year in the event the amount set forth above for such succeeding fiscal year has been used (yit being understood and agreed that (a) no amounts carry-forward amount may be carried forward into a subsequent Fiscal Year beyond the first two fiscal years immediately succeeding the fiscal year in which it arose, (b) no portion of the carry-forward amount available for any fiscal year may be used until all the entire amount of the Permitted Capital Expenditure Amount for such fiscal year (without giving effect to such carry-forward amount) shall have been used to make Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. and (c) In addition to if the foregoingcarry-forward amount available for any fiscal year is the sum of amounts carried forward from each of the two immediately preceding fiscal years, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date no portion of such Asset Sale, but only to carry-forward amount from the extent that such Net Sale Proceeds are not otherwise required to earlier of the two immediately preceding fiscal years may be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to used until the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt entire portion of such Net Cash Proceeds carry-forward amount from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default more recent immediately preceding fiscal year shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of been used for such Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:in such fiscal year).

Capital Expenditures. (ai) Holdings will notExcept with respect to any Permitted Project, and will not make or commit or agree to make, or permit any of its Subsidiaries toto make or commit or agree to make, make any Capital Expenditures, except Expenditure (by purchase or Capitalized Lease) that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Loan Parties and their Subsidiaries in any Fiscal Year of Holdings fiscal period set forth in the table below to exceed the amount set forth opposite such Fiscal Year belowfiscal period: Period Capital Expenditures The 12 months ended December 31, 2010 2017 $ 350,000,000 21,000,000 The 12 months ended December 31, 2011 2018 $ 350,000,000 11,500,000 The 12 months ended December 31, 2012 2019 $ 350,000,000 9,000,000 The 12 months ended December 31, 2013 2020 $ 350,000,000 December 319,000,000 provided, 2014 $ 350,000,000 December 31however, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to fiscal period under this Section 7.02(g)(i) may be increased as follows: if there are any increase Excess Amounts in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount respect of Capital Expenditures actually permitted to be made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (xin any fiscal period under this Section 7.02(g)(i) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant then any Carry-Over Amount with respect to this Section 11.10(b7.02(g)(i) may be carried forward to any the Succeeding Fiscal Year of Holdings thereafter and (yPeriod; provided that the Carry-Over Amount under this Section 7.02(g)(i) no amounts applicable to a particular Succeeding Fiscal Period may not be carried forward into a subsequent Fiscal Year may be used until all to another fiscal period. Capital Expenditures permitted pursuant made by the Loan Parties and their Subsidiaries in any fiscal period shall be deemed to clause (a) reduce first, the amount set forth above for such subsequent Fiscal Year are first used in fullfiscal period, and then, the Carry-Over Amount. (cii) In addition With respect to the foregoingany Permitted Project, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower commit or agree to make, or permit any of its Subsidiaries from to make or commit or agree to make, any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). Capital Expenditure (dby purchase or Capitalized Lease) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent Permitted Project that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) cause the aggregate amount of all Capital Expenditures made pursuant by the Loan Parties and their Subsidiaries with respect to such Permitted Project to exceed the amount set forth in Schedule 1.01(C); provided, however, if there are any Excess Amounts in respect of Capital Expenditures permitted to be made in any fiscal period under this Section 7.02(g)(ii) with respect to any Permitted Project, then the amount of Capital Expenditures permitted to be made in any fiscal period under this Section 7.02(g)(ii) with respect to any Permitted Project may be increased as follows: the Carry-Over Amount with respect to this clause (fSection 7.02(g)(ii) may be carried forward to the Succeeding Fiscal Period with respect to this Section 7.02(g)(ii), solely with respect to such Permitted Project; provided that the Carry-Over Amount under this Section 7.02(g)(ii) applicable to a particular Succeeding Fiscal Period with respect to this Section 7.02(g)(ii) may not be carried forward to another fiscal period. Capital Expenditures made by the Loan Parties and their Subsidiaries in any fiscal period with respect to any Permitted Project shall not exceed be deemed to reduce first, the limitations amount set forth below:in Schedule 1.01(C) with respect to such Permitted Project for such fiscal period, and then, the Carry-Over Amount for such Permitted Project.

Capital Expenditures. (a) Holdings The US Borrower and the UK Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as that would cause the aggregate amount of all such Capital Expenditures does not exceed made by the US Borrower and the Restricted Subsidiaries in any Fiscal Year fiscal year of Holdings the US Borrower set forth below to exceed the sum of (a) the greater of (i) the amount set forth in the table below opposite such Fiscal Year below: fiscal year and (ii) an amount equal to 10% multiplied by Consolidated Net Sales for such fiscal year (such greater amount, the “Permitted Capital Expenditure Amount”) and (b) the Available Amount as of the last day of such fiscal year (provided, that no portion of the Available Amount may be used for Capital Expenditures until the entire amount of the sum of (i) the Permitted Capital Expenditure Amount for such year and (ii) the carry-forward amount (as defined below in this Section 10.11) for such year shall have been used to make Capital Expenditures). January 1, 2004 to December 31, 2004 $ 275,000,000 January 1, 2005 to December 31, 2005 $ 275,000,000 January 1, 2006 to December 31, 2006 $ 240,000,000 January 1, 2007 to December 31, 2007 $ 225,000,000 January 1, 2008 to December 31, 2008 $ 225,000,000 January 1, 2009 to December 31, 2009 $ 225,000,000 January 1, 2010 to December 31, 2010 $ 350,000,000 December 31225,000,000 January 1, 2011 and thereafter $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to 225,000,000 To the foregoing, in the event extent that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (aother than Permitted Acquisitions that constitute Capital Expenditures) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the US Borrower and its the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50100% of the applicable permitted scheduled Capital Expenditure such unused amount as set forth in (each such clause (a) aboveamount, may be carried a “carry-forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(bamount”) may be carried forward to any Fiscal Year of Holdings thereafter the immediately succeeding fiscal year and utilized to make such Capital Expenditures in such succeeding fiscal year in the event the amount set forth above for such succeeding fiscal year has been used (yit being understood and agreed that (a) no amounts carry-forward amount may be carried forward into a subsequent Fiscal Year beyond the first two fiscal years immediately succeeding the fiscal year in which it arose, (b) no portion of the carry-forward amount available for any fiscal year may be used until all the entire amount of the Permitted Capital Expenditure Amount for such fiscal year (without giving effect to such carry-forward amount) shall have been used to make Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. and (c) In addition to if the foregoingcarry-forward amount available for any fiscal year is the sum of amounts carried forward from each of the two immediately preceding fiscal years, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date no portion of such Asset Sale, but only to carry-forward amount from the extent that such Net Sale Proceeds are not otherwise required to earlier of the two immediately preceding fiscal years may be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to used until the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt entire portion of such Net Cash Proceeds carry-forward amount from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default more recent immediately preceding fiscal year shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of been used for such Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:in such fiscal year).

Capital Expenditures. (a) Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings period set forth below (taken as one accounting period), Holdings ) the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures made under this Section 9.07(a) does not exceed in any Fiscal Year of Holdings period set forth below the amount set forth opposite such period below: Period Amount ------ ------ Effective Date through last day of Fiscal Year below: December ending closest to March 31, 2010 $ 350,000,000 December 1998 $50,000,000 Fiscal Year ending closest to March 31, 2011 $ 350,000,000 December 1999 $50,000,000 Fiscal Year ending closest to March 31, 2012 $ 350,000,000 December 2000 $50,000,000 Fiscal Year ending closest to March 31, 2013 $ 350,000,000 December 2001 $55,000,000 Fiscal Year ending closest to March 31, 2014 $ 350,000,000 December 2002 $55,000,000 Fiscal Year ending closest to March 31, 2015 $ 350,000,0002003 $55,000,000 Fiscal Year ending closest to March 31, 2004 and each Fiscal Year ending thereafter $60,000,000 (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, in to the event extent that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to in any period set forth in clause (a) above are less than the amount permitted to be made in any Fiscal Year of Holdings such period (before without giving effect to any increase in such permitted Capital Expenditure additional amount pursuant to available as a result of this clause (b) or clause (c) below)) is greater than , the amount of Capital Expenditures actually made by such difference (the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x"Rollover Amount") such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized used to make Capital Expenditures ---------------- in the immediately succeeding Fiscal Year, fiscal year of the Borrower; provided that (x) in no amounts once carried forward pursuant to this Section 11.10(b) may -------- event shall the Rollover Amount be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullgreater than $5,000,000. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower Holdings and its Subsidiaries may make additional Capital Expenditures as follows: (which i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with consisting of the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are asset sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d). 4.02(g) as a result of clause (div) In addition to of the foregoingparenthetical phrase contained therein or the proviso thereto, (ii) the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(i). , (eiii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected made in accordance with the requirements of Section 11.04(viii9.02(k) and (yiv) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Permitted Acquisition Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:.

Capital Expenditures. (a) Each of Holdings and the Company will not, and will not permit any of its Subsidiaries to, make or incur any Consolidated Capital Expenditures that in the aggregate exceed $50,000,000 during the fiscal year ending February 28, 2014 (including periods thereof prior to the Closing Date) and each fiscal year thereafter; provided, however, that: (I) so long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount not expended in the fiscal year for which it is permitted above may be carried over for expenditure in any subsequent fiscal year; (II) Consolidated Capital Expenditures that are made from the proceeds of Events of Loss shall be excluded from the foregoing calculation of Consolidated Capital Expenditures; (III) Consolidated Capital Expenditures, except that during any Fiscal Year whether financed or unfinanced, in connection with the ERP Initiative shall be excluded from the foregoing calculation of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Consolidated Capital Expenditures up to an amount equal to (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease) $25,000,000 in any fiscal year after the Closing Date; provided, however, that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount not expended in connection with the aggregate amount ERP Initiative that would have been excluded from the calculation of all such Consolidated Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)III) is greater for any fiscal year may be carried over for expenditure in connection with the ERP Initiative in any subsequent fiscal year and therefore excluded from the foregoing calculation of Consolidated Capital Expenditures in such following fiscal year; (IV) notwithstanding clauses (I) and (III) above, for the fiscal year ending February 28, 2014, no more than the an aggregate amount of up to $20,000,000 not expended in such fiscal year with respect to Consolidated Capital Expenditures actually made by not related to the Borrower ERP Initiative and its Subsidiaries during such Fiscal YearConsolidated Capital Expenditures related to the ERP Initiative, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) abovecollectively, may be carried forward and utilized to make Capital Expenditures over for expenditure in the immediately succeeding Fiscal Year, provided that any subsequent fiscal year; and (xV) no if any amounts once are carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted over pursuant to clause (aI) above for or the proviso to clause (III) above, such subsequent Fiscal Year are first amounts will be deemed used in full. (c) In addition the immediately following fiscal year prior to any amount that is permitted to be expended during such fiscal year with respect to Consolidated Capital Expenditures not related to the foregoing, the Borrower and its Subsidiaries may make additional ERP Initiative or Consolidated Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only related to the extent that such Net Sale Proceeds are not otherwise required to be applied ERP Initiative, as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)the case may be, is expended. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during any Fiscal Year the period from the Effective Date through and including the last day of Holdings set forth below (taken as one accounting period)the Borrower's fiscal year ending closest to March 31, Holdings 1998, the Borrower and its Subsidiaries may make Capital Expenditures so long in an aggregate amount not to exceed $3,000,000 and (ii) during any fiscal year of the Borrower thereafter, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $4,000,000; provided, however, that if Consolidated EBITDA for the Test Period ending on the last day of any fiscal year of the Borrower (commencing with the Test Period ending on the last day of the Borrower's fiscal year ending closest to March 31, 1999) equals or exceeds $35,000,000, then, except as set forth below, the aggregate amount of all such Capital Expenditures does not exceed permitted to be made by the Borrower and its Subsidiaries in the immediately succeeding fiscal year shall be $6,000,000. Notwithstanding the proviso in the immediately preceding sentence, if during any Fiscal Year fiscal year of Holdings set forth below the Borrower in which the aggregate permitted Capital Expenditure amount set forth opposite has been increased to $6,000,000, Consolidated EBITDA for any Test Period ending during such Fiscal Year below: December 31fiscal year is less than $35,000,000, 2010 $ 350,000,000 December 31then the aggregate amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries during such fiscal year shall be reduced to $4,000,000 until such time, 2011 $ 350,000,000 December 31if any, 2012 $ 350,000,000 December 31as Consolidated EBITDA for any subsequent Test Period ending in such fiscal year equals or exceeds $35,000,000; it being understood and agreed, 2013 $ 350,000,000 December 31however, 2014 $ 350,000,000 December 31to the extent that the Borrower and its Subsidiaries have theretofore spent more than $4,000,000 of Capital Expenditures in such fiscal year (but only to the extent that such excess was spent at a time when the permitted Capital Expenditure amount was increased to $6,000,000), 2015 $ 350,000,000no Default or Event of Default will occur as a result thereof. (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 5025% of such permitted amount (such lesser amount, the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a"Rollover Amount") above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year of the Borrower, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b8.08(b) may be carried forward to any Fiscal Year fiscal year of Holdings the Borrower thereafter and (y) no amounts carried forward into a subsequent Fiscal Year such Rollover Amount may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in clause (a) above (without giving effect to any increase in such amount by operation of this clause (b)). In the event that any portion of the Rollover Amount for any fiscal year of the Borrower represents unutilized Capital Expenditure capacity in a fiscal year in which the permitted Capital Expenditure amount is $6,000,000, such subsequent Fiscal Year are first used portion of such Rollover Amount only may be utilized in fullsuch immediately succeeding fiscal year of the Borrower (in addition to the requirements of the proviso to the immediately preceding sentence) to the extent that, and for so long as, the aggregate permitted Capital Expenditure amount in such fiscal year is $6,000,000. (c) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) in connection with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)Permitted Acquisition. (d) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount proceeds of Net Cash Proceeds Asset Sales to the extent such proceeds are not required to be applied to reduce the Total Revolving Loan Commitment pursuant to Section 3.03(b). (e) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days one year following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d3.03(e). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries tothe Restricted Subsidiaries, to make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures, except ) that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Borrower and the Restricted Subsidiaries in any Fiscal Year fiscal year of Holdings the Borrower set forth below to exceed the amount set forth below opposite such fiscal year: Fiscal Year below: December 31Amount ----------- ------ 1997 $ 95,000,000 1998 100,000,000 1999 155,000,000 2000 185,000,000 2001 190,000,000 2002 190,000,000 2003 190,000,000 2004 190,000,000 2005 190,000,000 2006 190,000,000 To the extent that Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the maximum amount permitted to be made for such fiscal year, 2010 $ 350,000,000 December 3175% of such unused amount (each such amount, 2011 $ 350,000,000 December 31a "carry-forward amount") may be carried forward to the immediately succeeding fiscal year and utilized to make Capital Expenditures in such succeeding fiscal year in the event the amount set forth above for such succeeding fiscal year has been used (it being understood and agreed that (a) no carry-forward amount may be carried forward beyond the first three fiscal years immediately succeeding the fiscal year in which it arose, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to no portion of the foregoing, in carry-forward amount available for any fiscal year may be used until the event that the entire amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause in such fiscal year (a) above in any Fiscal Year of Holdings (before without giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)carry-forward amount) is greater than the amount of Capital Expenditures actually shall be made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (yc) 50% if the carry-forward amount available for any fiscal year is the sum of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year from each of the two or three immediately preceding fiscal years, no portion of such carry-forward amount from the earlier of the two or three immediately preceding fiscal years may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date entire portion of such Asset Sale, but only to carry-forward amount from the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default more recent immediately preceding fiscal year shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of been used for Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:in such fiscal year).

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Closing Date through and including December 31, 1998, the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $4,000,000 and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending Amount ------------------ ------ December 31, 2010 $ 350,000,000 1999 $7,000,000 December 31, 2011 $ 350,000,000 2000 $7,000,000 December 31, 2012 $ 350,000,000 2001 $7,000,000 December 31, 2013 $ 350,000,000 2002 $7,000,000 December 31, 2014 $ 350,000,000 2003 $7,000,000 -100- December 31, 2015 $ 350,000,0002004 $7,000,000 December 31, 2005 $7,000,000 December 31, 2006 $7,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b8.07(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount by operation of this clause (b)). (c) In addition to the foregoing, the Borrower and its it Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested in assets used or to be used in the Borrower's or any of its Subsidiaries' business within 540 270 days following the date of such Asset Sale, but only Sale to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to reduce the Commitments pursuant to Section 5.02(d2.07(c). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 365 days following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only Event to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to reduce the Commitments pursuant to Section 5.02(d2.07(d). (e) In addition to the foregoing, the Borrower and its Wholly-Owned Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.02(x). (f) In addition to the foregoing, the Borrower may make up to $7,000,000 of Capital Expenditures in the aggregate to complete the current expansion of its Tuscaloosa, Alabama facility so long as such Capital Expenditures are made on or before December 31, 1999. (g) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; Expenditures in connection with a Permitted Capital Expansion, provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2i) the aggregate amount of all such Capital Expenditures Expenditures, when added to the aggregate amount of all Permitted Acquisitions made pursuant to this clause (f) shall Section 8.02(x), does not exceed $35,000,000, and (ii) prior to commencing any Permitted Capital Expansion, the limitations set forth below:Borrower shall give the Administrative Agent and the Lenders notice thereof (which notice shall include the proposed amount and time projected to complete such Permitted Capital Expansion). (h) In addition to the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (including for a Permitted Capital Expansion) utilizing the Retained Equity Amount at such time.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as Permit the aggregate amount of all such Capital Expenditures does not exceed (other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in any Fiscal Year of Holdings period set forth below to exceed the greater of (a) in the case of any fiscal year beginning on or after January 1, 2008, 5.5% of consolidated net revenues of the Borrower and the Subsidiaries for the immediately preceding fiscal year (as set forth in the financial statements delivered pursuant to Section 5.04(a) with respect to such fiscal year) and (b) the amount set forth opposite below for such Fiscal Year below: period (such greater amount, the “Permitted Capital Expenditure Amount”): Period Amount Closing Date through December 31, 2007 $ 475,000,000 January 1, 2008 through December 31, 2008 $ 800,000,000 January 1, 2009 through December 31, 2009 $ 800,000,000 January 1, 2010 through December 31, 2010 $ 350,000,000 850,000,000 January 1, 2011 through December 31, 2011 $ 350,000,000 925,000,000 January 1, 2012 through December 31, 2012 $ 350,000,000 1,100,000,000 January 1, 2013 through December 31, 2013 $ 350,000,000 December 311,100,000,000 January 1, 2014 through Term Loan Maturity Date $ 350,000,000 December 311,100,000,000 In any year in which a Permitted Acquisition occurs, 2015 $ 350,000,000 the Permitted Capital Expenditure Amount in respect of such fiscal year shall be increased (bbut not decreased) by an amount equal to 5.5% of the net revenues generated by the Acquired Entity acquired during the preceding fiscal year of such Acquired Entity (pro rated based on the number of days remaining in such fiscal year). In addition addition, to the foregoingextent any portion of the Permitted Capital Expenditure Amount for any fiscal year (as the same may have been increased pursuant to the preceding sentence) is not fully expended during such fiscal year, then 50% of the amount not so expended may be carried forward to and used in the event that succeeding fiscal years. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount fiscal year pursuant to this clause Section 6.11 may be increased by an amount not to exceed 50% of the Permitted Capital Expenditure Amount for the immediately succeeding fiscal year (bthe “CapEx Pull-Forward Amount”)) is greater than . The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures actually that would have been permitted to be made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year. In addition, provided for any fiscal year, the amount of Capital Expenditures that (x) no amounts once carried forward would otherwise be permitted in such fiscal year pursuant to this Section 11.10(b) 6.11 may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received increased by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in 200,000,000 if, at the aggregate. time of such expenditure, both before and after giving pro forma effect thereto, (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2y) the aggregate amount of Capital Expenditures made pursuant Leverage Ratio is less than 4.50 to this clause (f) shall not exceed the limitations set forth below:1.00.

Capital Expenditures. (a) Holdings The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, make or commit to make any Capital ExpendituresExpenditure, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, in the lesser ordinary course of (x) such excess and (y) 50% of business not exceeding $30,000,000 in the applicable permitted scheduled Capital Expenditure amount as set forth aggregate in such clause (a) above, may be carried forward and utilized to make any fiscal year; provided that Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional in the ordinary course of business, in the aggregate when combined with the Capital Expenditures of Dex East, Dex West and RHDI and their respective Subsidiaries, shall not exceed (which Capital Expenditures will not be included in any determination under Section 11.10(ai) or $57,500,000 during the fiscal year ending December 31, 2013 and (b)ii) with $50,000,000 during the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Salefiscal years ending December 31, but only to the extent 2014, December 31, 2015 and December 31, 2016; provided, further, that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) in each case, (A) up to consummate 75% of such stated amounts referred to above, if not so expended in the Terra Acquisition or Acquisitions effected fiscal year for which it is permitted, may be carried over for expenditure in accordance with the requirements of Section 11.04(viii) next succeeding fiscal year and (yB) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this Section 6.14 during any fiscal year shall be deemed made, first, in respect of such stated amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (fA) above and (y) Capital Expenditures of a Company permitted hereunder shall not exceed (A) relate to assets directly owned or acquired by such Company and shall be allocated to (and paid by) such Company or (B) relate to the limitations set forth below:acquisition or development of Shared Assets and shall be allocated to (and paid by) the Companies in accordance with their Allocated Share (as defined in the Shared Services Agreement) at the time any such payment is made.

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below that: (taken as one accounting period), Holdings a) the Borrower and its Subsidiaries may make or commit to make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below exceeding the amount set forth opposite such below (the “Base Amount”) for each of the Fiscal Year Years of the Borrower set forth below: December 31, 2005 $ 90.0 million 2006 $ 65.0 million 2007 $ 65.0 million 2008 $ 50.0 million 2009 $ 50.0 million 2010 $ 350,000,000 December 31, 50.0 million 2011 $ 350,000,000 December 31, 50.0 million 2012 $ 350,000,000 December 3150.0 million provided that for any period set forth above, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 the Base Amount set forth above may be increased for any such period by carrying over to any such period any portion of the Base Amount (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before without giving effect to any increase increase) not spent in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of immediately preceding period, and that Capital Expenditures actually in any period shall be deemed first made from the Base Amount applicable to such period in any given period; provided, further, that for avoidance of doubt, Capital Expenditures for the Fiscal Year beginning January 1, 2005 shall include Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries during such Fiscal Year, prior to the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullEffective Date. (cb) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(ai) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that funded by the Net Proceeds from Equity Issuances (excluding issuances of Disqualified Equity Interests of the Borrower), subject to first complying with Section 2.05(c)(i), and (ii) at any time in an amount not to exceed the Cumulative Retained Excess Cash Flow Amount at such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)time. (dc) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 the QRTC Amount in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (fc) plus the aggregate amount of Investments outstanding under Section 6.04(viii) shall not exceed the limitations set forth below:QRTC Amount at any one time.

Capital Expenditures. (a) Holdings The Parent will not, and will not permit any of its Subsidiaries to, make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles and including Capitalized Lease Obligations) or Investments in Joint Ventures (collectively, "Capital Expenditures"), except that during any Fiscal Year that, subject to the provisions of Holdings set forth below Section 8.06(ix) and the limitations contained in Sections 8.08(c) and (taken e) below, (i) the Parent (so long as one accounting period), Holdings it owns Development Assets) and the Borrower and its Subsidiaries may make Capital Expenditures as provided in Sections 8.08(b) and (d) below, (ii) during the period commencing on the Third Restatement Effective Date and ending on December 31, 2000, the Parent (so long as it owns Development Assets) and the Borrower and its Subsidiaries may make Maintenance and Up-Grade Capital Expenditures, so long as the aggregate amount of all thereof during such Capital Expenditures period does not exceed in $9,000,000 and (iii) during any Fiscal Year fiscal year of Holdings set forth below the amount set forth opposite such Fiscal Year below: Parent commencing after December 31, 2010 $ 350,000,000 December 312000, 2011 $ 350,000,000 December 31the Parent (so long as it owns Development Assets) and the Borrower and its Subsidiaries may make Maintenance and Up-Grade Capital Expenditures, 2012 $ 350,000,000 December 31so long as the aggregate amount thereof during any such fiscal year does not exceed $18,000,000 (as such amount may be increased on January 1 of each fiscal year (commencing with January 1, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,0002001) by three percent of the previous fiscal year's amount as determined hereunder). (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause clauses (aii) and (iii) of Section 8.08(a) above for such subsequent Fiscal Year are first used in full. but subject to Sections 8.08(c) and (ce) In addition to below, the foregoing, Parent (so long as it owns Development Assets) and the Borrower and its Subsidiaries may make additional Capital Expenditures (which including Permitted Acquisitions in accordance with Section 7.15 and Joint Venture Investments made in accordance with Section 8.06(ix)) (i) during the period commencing on the Third Restatement Effective Date and ending on December 31, 2000, so long as the aggregate amount thereof during such period does not exceed $18,500,000 and (ii) during any fiscal year of the Parent commencing after December 31, 2000, so long as the aggregate amount thereof during any such fiscal year does not exceed the remainder of (x) the Additional Permitted CapEx Amount then in effect for such fiscal year minus (y) the aggregate amount of Maintenance and Up-Grade Capital Expenditures will not be included that the Parent (so long as it owns Development Assets) and the Borrower and its Subsidiaries are permitted to make during such fiscal year pursuant to clause (iii) of Section 8.08(a) above. (c) Notwithstanding anything to the contrary contained in any determination under Section 11.10(aSections 8.08(a) or (b)) with above (and without prejudice to the amount right of Net Sale Proceeds received by the Borrower or any of Parent and its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction make additional Capital Expenditures pursuant to Section 5.02(d8.08(d) below), in no event shall the Parent, the Borrower and their Subsidiaries make Capital Expenditures (including Maintenance and Up-Grade Capital Expenditures) in reliance on clauses (ii) and (iii) of Section 8.08(a) and Section 8.08(b) above in excess of $20,000,000 during any fiscal quarter of the Parent. (d) In addition to the foregoingCapital Expenditures permitted pursuant to clauses (ii) and (iii) of Section 8.08(a) and Section 8.08(b) above but subject to Section 8.08(e) below, the Parent (so long as it owns Development Assets) and the Borrower and its Subsidiaries may make make, at any time, additional Capital Expenditures constituting Permitted Acquisitions (which Capital Expenditures will not be included other than Start-Up Costs) in any determination under Section 11.10(a) or (b)) with an aggregate amount equal to the amount of Net Retained Excess Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event Flow Amount at such time, so long as any such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not Permitted Acquisition is otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected consummated in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate7.15. (fe) In addition Notwithstanding anything to the foregoingcontrary in this Section 8.08, in no event shall the Parent, the Borrower and its their respective Subsidiaries may make additional make, during any fiscal quarter of the Parent, commencing with the fiscal quarter ending March 31, 2001, Capital Expenditures; provided that Expenditures (1including Permitted Acquisitions and Investments in Joint Ventures) no Event of Default shall have occurred and be continuing or would result therefrom and (2) which in the aggregate amount of exceed the Permitted Quarterly CapEx Amount for such fiscal quarter. In addition, once the Permitted Quarterly CapEx Amount for a fiscal quarter has been determined, commencing with the fiscal quarter ending March 31, 2001, the Parent, the Borrower and their respective Subsidiaries shall not enter into any additional binding commitments or agreements, to make Capital Expenditures made pursuant (including Permitted Acquisitions and Investments in Joint Ventures) during such fiscal quarter, which in the aggregate, when combined with existing binding commitments to this clause (f) shall not make such Capital Expenditures in such fiscal quarter, exceed the limitations set forth below:Permitted Quarterly CapEx Amount for such fiscal quarter.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, Make or become legally obligated to make any Capital ExpendituresExpenditure, except that for (i) Capital Expenditures not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries during any each Fiscal Year of Holdings set forth below (taken as one accounting period)below, Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31(each such amount, a “Scheduled Capital Expenditure Amount”): 0000 $ 275,000,000 2008 $ 300,000,000 2009 $ 325,000,000 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 375,000,000 2012 $ 350,000,000 December 31, 400,000,000 2013 $ 350,000,000 December 31, 425,000,000 2014 $ 350,000,000 December 31450,000,000 ; provided, 2015 $ 350,000,000 however, that (bA) In addition to the foregoingso long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount set forth above, if not expended in the event that Fiscal Year for which it is permitted above, may be carried over for expenditure in the next two following Fiscal Years; and provided further if any such amount of is so carried over, it will be deemed used in the applicable subsequent Fiscal Years after the amounts set forth opposite such Fiscal Years above and (B) so long as no Default has occurred and is continuing or would result from such expenditure, if Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its the Restricted Subsidiaries during any Fiscal Year exceed the amount permitted to be made in such Fiscal YearYear under this Section 7.12(i), the lesser of (x) such excess and (y) 50if any, an amount equal to 100% of the applicable permitted scheduled Scheduled Capital Expenditure Expenditures Amount for the next succeeding Fiscal Year (each such amount as set forth in such clause (aa “carry-back amount”) above, may be carried forward back to the immediately prior Fiscal Year and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided such prior fiscal year (it being understood and agreed that (xI) no amounts once carried forward pursuant to this Section 11.10(b) carry-back amount may be carried forward back beyond the Fiscal Year immediately prior to the Fiscal Year of such Scheduled Capital Expenditure Amount and (II) the portion of the carry-back amount actually utilized in any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent shall be deducted from the Scheduled Capital Expenditure Amount in the Fiscal Year may from which it was carried back); provided further that Investments made pursuant to Section 7.03(i)(B) during a Fiscal Year shall reduce amounts (dollar for dollar) available to be used until all made as Capital Expenditures permitted pursuant to clause (aunder this Section 7.12(i) above for during such subsequent Fiscal Year (it being understood that to the extent Capital Expenditures are first used being funded with proceeds of any such Investment under Section 7.03(i)(B) by a Joint Venture Subsidiary, such Capital Expenditures shall not be counted in full.determining compliance with this Section 7.12(i)); (cii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be being continuing or would result therefrom and (2) therefrom, the aggregate amount of Borrower or its Restricted Subsidiaries may make Capital Expenditures made in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Capital Expenditures; and (iii) Capital Expenditures of up to $150,000,000 for modernization of Hospital Facilities (such Capital Expenditures to be designated as such in each applicable Compliance Certificate delivered by the Borrower pursuant to this clause (f) shall not exceed the limitations set forth below:Section 6.02(b)).

Capital Expenditures. (a) Holdings The Company will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that Expenditures during any Fiscal Year of Holdings the period set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount in excess of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite below with respect to such Fiscal Year belowperiod: December 31, 2010 ($ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000in millions) Period Ending Amount: ------------- ------ 01/31/2000 $68.0 01/31/2001 50.1 01/31/2002 45.0 01/31/2003 50.0 01/31/2004 50.0 01/31/2005 50.0 01/31/2006 50.0 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Company and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal 12-month period (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower Company and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, fiscal years; provided that (x) in no amounts once carried forward event shall the aggregate amount of Capital Expenditures made by the Company and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) of this Section 11.10(b) may be carried forward to any Fiscal Year Exhibit E exceed 125% of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above the direct amount set forth for such subsequent Fiscal Year are first used fiscal year in full.such Section 8.08(a) of this Exhibit E. (c) In addition to Notwithstanding the foregoingproviso in Section 8.08(b) of this Exhibit E, the Borrower Company and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount Net Cash Proceeds of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Sales to the extent that such Net Sale Proceeds proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d)4.02(d) of the Agreement and such proceeds are reinvested as required by Section 4.02(d) of the Agreement. (d) In addition to the foregoing, the Borrower The Company and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower Company or any of its Subsidiaries from any Recovery Event Taking or Destruction so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days one year following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d)4.02(g) of the Agreement. (e) In addition to the foregoing, the Borrower The Company and its Wholly-Owned Subsidiaries may make Permitted Acquisitions. (f) The Company may make the Capital Expenditures (x) contemplated by Section 8.02(q) of this Exhibit E and (y) the Capital Expenditures as set forth in Schedule 8.08(f) of this Exhibit E, and the amounts of such Capital Expenditures shall not reduce the amount set forth in Section 8.08(a) of this Exhibit E. (g) The Israeli Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary extent necessary to fund their operations, provided that no credit or other support is provided thereby by the Parent, the Company or the other Subsidiaries of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateCompany. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not Make or permit any of its Subsidiaries to, to make any Capital Expenditures, except Expenditure (by purchase or Capitalized Lease) that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as would cause the aggregate amount of all such Capital Expenditures does not made by the Loan Parties and their Subsidiaries to exceed in any $5,280,000 during the Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: ending December 31, 2010 $ 350,000,000 December 312021; provided, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, that in the event that the Borrowers fail to comply with the requirements of this Section 7.03(a) for the Fiscal Year ending December 31, 2021, from and after the day on which financial statements are required to be delivered with respect to the Fiscal Year ending December 31, 2021 until the expiration of the 10th day after the date on which such financial statements are required to be delivered, the Parent shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of the Parent in an amount equal to the excess Capital Expenditures for such Fiscal Year (each, a “CapEx Equity Contribution”), and in each case, to contribute such cash to the capital of the Borrowers (the “CapEx Cure Right”); provided that (i) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to the Fiscal Year ending December 31, 2021, (ii) such proceeds do not exceed the aggregate amount of Capital Expenditures permitted in excess of $5,280,000 for such Fiscal Year, and (iii) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). After application of the proceeds of the CapEx Equity Contribution in accordance with this Section 7.03(a), the Borrowers shall be made by Holdings deemed to have satisfied the requirements of this Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and its Subsidiaries pursuant the breach or default of this Section 7.03(a) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to clause (athis Section 7.03(a) above and shall not result in any Fiscal Year of Holdings (before giving effect adjustment to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater amounts other than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized referred to make Capital Expenditures in the immediately succeeding Fiscal Yearpreceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, provided that or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (xor under any other Loan Document) no amounts once carried forward pursuant to or under any applicable laws on the basis of any actual or purported Event of Default in respect of this Section 11.10(b7.03(a) may be carried forward (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (A) the date on which the right to any Fiscal Year of Holdings thereafter exercise the CapEx Cure Right has expired without the CapEx Cure Right having been exercised and (yB) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, date that the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the CapEx Cure Right will not be included in any determination under Section 11.10(a) or (b)) with exercised for the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as applicable period; provided, that during such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Saletime, but only to the extent that such Net Sale Proceeds are not otherwise no Lender shall be required to be applied as make a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)Loan hereunder. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. Incur, or permit to be incurred by the Borrower and the Restricted Subsidiaries, Capital Expenditures in the aggregate during each Fiscal Year set forth below in excess of the maximum amount set forth below for such Fiscal Year: Fiscal Year ending March 31, 2013 $ 48,800,000 Fiscal Year ending March 31, 2014 $ 51,200,000 Fiscal Year ending March 31, 2015 $ 54,500,000 Fiscal Year ending March 31, 2016 $ 51,000,000 Fiscal Year ending March 31, 2017 $ 56,000,000 Fiscal Year ending March 31, 2018 and thereafter $ 60,000,000 provided, however, that, (a) Holdings will not, and will not permit to the extent that actual Capital Expenditures incurred in any of its Subsidiaries to, make any Capital Expenditures, except that during any such Fiscal Year of Holdings shall be less than the maximum amount set forth below above for such Fiscal Year (taken as one accounting periodwithout giving effect to the carryover permitted by this clause (a)), Holdings 100% of the difference between such stated maximum amount and its Subsidiaries may make such actual Capital Expenditures so long as the aggregate shall, in addition to any amount of all such permitted above, be available for Capital Expenditures does not exceed in the next succeeding Fiscal Year; which Capital Expenditures incurred in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition shall be deemed to the foregoinghave been incurred first, in the event that the amount respect of Capital Expenditures amounts permitted to be made by Holdings and its Subsidiaries pursuant to this Section 9.14 without giving effect to this clause (a) above and then, in respect of any amount permitted solely by reason of this clause (a), and (b) to the extent that Capital Expenditures for any Fiscal Year of Holdings exceed the applicable amount set forth above for such Fiscal Year (before without giving effect to any increase in such the pull-forward permitted Capital Expenditure amount pursuant to by this clause (b)) is greater than the ), an amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) equal to up to 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause allocated to the succeeding year (abut not any year thereafter) above, may be carried forward back and utilized to make Capital Expenditures during such Fiscal Year (and the amount permitted in such subsequent year shall be reduced by the immediately succeeding Fiscal Year, amount so carried back); provided further that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward with respect to any Fiscal Year in which an Acquisition permitted under this Agreement is consummated and for each Fiscal Year subsequent thereto, the maximum amount Capital Expenditures for any Fiscal Year set forth above shall be increased (subject to the next succeeding proviso) by an amount equal to 130% of Holdings thereafter the quotient obtained by dividing (A)(i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the thirty-six (36) month period immediately preceding the consummation of such Acquisition by (ii) three (3) (the “Acquired Capital Expenditure Amount”) or (B) if the acquired entity, business or asset(s) has been in existence for less than thirty-six (36) months prior to the consummation of the Acquisition, (i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the number of months such acquired entity, business or asset(s) has been in existence prior to the consummation of such Acquisition by (ii) the number of years rounded to the nearest 1/12 of one year such acquired entity, business or asset(s) has been in existence prior to the consummation of such Acquisition; provided still further that, with respect to any Fiscal Year during which any such Acquisition occurs, the permitted Capital Expenditures amount applicable to such Fiscal Year shall be increased by an amount equal to the product of (x) the Acquired Capital Expenditure Amount, and (y) no amounts carried forward into a subsequent fraction, the numerator of which is the number of days remaining in such Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition and the denominator of which is 365 or 366, as applicable. Notwithstanding anything to the foregoingcontrary herein, and without limiting the provisions of the immediately preceding paragraph, the Borrower and its the Restricted Subsidiaries may make additional Capital Expenditures in excess of the maximum amounts set forth above for any Fiscal Year by utilizing amounts that would otherwise have been available to the Borrower and the Restricted Subsidiaries to (which Capital Expenditures will not be included in any determination i) create, incur or assume Indebtedness or Disqualified Equity Interests under Section 11.10(aSections 9.3(l), (ii) to make Investments under Sections 9.2(m), or (biii) to make Restricted Payments under Sections 9.6(k)) with ; provided that the Borrower shall have designated to the Administrative Agent in writing signed by a Responsible Officer such amounts so utilized; and provided further that the amount (or liquidation value, in the case of Net Sale Proceeds received Disqualified Equity Interests) of any such Indebtedness, Disqualified Equity Interests, Investments or Restricted Payments that could otherwise have been created, incurred, assumed or made, as applicable, under any such Section by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Restricted Subsidiary that is instead utilized to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets Fiscal Year in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary excess of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made amounts otherwise permitted pursuant to this clause Section 9.14 in such Fiscal Year (ftaking into account the carryover and pull-forward provisions in the immediately preceding paragraph) shall not exceed be reduced Dollar-for-Dollar by the limitations set forth below:amount thereof utilized to make any such Capital Expenditures in any such Fiscal Year.

Capital Expenditures. (a) Holdings VHS Holdco I will not, and will not permit any of its Subsidiaries to, make any Capital ExpendituresExpenditures except in accordance with this Section 9.07. (b) Notwithstanding anything to the contrary contained in clause (a) above, except that during any Fiscal Year of Holdings period set forth below (taken as one accounting period)below, Holdings VHS Holdco II and its Subsidiaries may make Capital Expenditures in connection with their operations (but not in connection with any Specified Construction Projects, except to the extent the amount thereof is justified by VHS Holdco II as described in the parenthetical contained in Section 9.07(d)) so long as the aggregate amount of such Capital Expenditures made (to the extent made) under this Section 9.07(b) does not exceed in any such period set forth below the sum of (i) the amount set forth opposite such period below plus (ii) the Additional Capital Expenditures Amount for such period: -87- Period Amount ------ ------ Fiscal year of VHS Holdco I ending June 30, 2005 $98,310,000 Each fiscal year of VHS Holdco I ending after June 30, 2005 $95,000,000 (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above and clause (d) below, to the extent that the aggregate amount of Capital Expenditures made by VHS Holdco II and its Subsidiaries pursuant to Section 9.07(b) during any fiscal year of VHS Holdco I is less than the amount of Capital Expenditures permitted to be made by VHS Holdco II and its Subsidiaries during such fiscal year pursuant to such Section 9.07(b), VHS Holdco II may elect (by notifying the Administrative Agent in writing within 90 days following the end of such fiscal year) to either (i) carry forward (A) 100% of the amount of Capital Expenditures permitted to be made by VHS Holdco II and its Subsidiaries pursuant to such Section 9.07(b) during such fiscal year, as the case may be, but not made during such fiscal year (the amount of the Capital Expenditures permitted to be made by VHS Holdco II and its Subsidiaries pursuant to Section 9.07(b) during such fiscal year but not made during such fiscal year being herein referred to as the "Unused Capital Expenditures Amount"), to make Capital Expenditures (but not in connection with any Specified Construction Projects, except to the extent the amount thereof is justified by VHS Holdco II as described in the parenthetical appearing in Section 9.07(d)) in the next two fiscal years (after the full amount of Capital Expenditures otherwise permitted to be made under Section 9.07(b) in the respective succeeding fiscal year, without regard to the provisions of this clause (c), have been made) but in no fiscal year thereafter, and (B) any remaining portion of the Unused Capital Expenditures Amount to make Capital Expenditures in connection with any Specified Construction Project (to the extent the amount thereof is justified by VHS Holdco II as described in the parenthetical appearing in Section 9.07(d)) in any fiscal year thereafter, and/or (ii) carry forward 100% of the Unused Capital Expenditures Amount to make Capital Expenditures in connection with Specified Construction Projects (to the extent the amount thereof is justified by VHS Holdco II as described in the parenthetical appearing in Section 9.07(d)) in any fiscal year thereafter. (d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, VHS Holdco II and the Subsidiary Guarantors may make Capital Expenditures to finance projects which at the time the respective Capital Expenditures are made constitute Specified Construction Projects so long as the aggregate amount of all such Capital Expenditures made after the Initial Borrowing Date solely pursuant to this clause (d) does not exceed in any Fiscal Year $600,000,000 (plus up to an additional $100,000,000 of Holdings such Capital Expenditures, so long as the excess Capital Expenditures contemplated by this parenthetical are permitted within the limitations set forth below pursuant to preceding Sections 9.07(b) and (c), in which case such Capital Expenditures shall be counted for purposes of this parenthetical and shall be deemed to constitute a utilization of the amount permitted Capital Expenditure amounts set forth opposite in said Sections 9.07(b) and/or (c), as the case may be). VHS Holdco II and the Subsidiary Guarantors shall also be permitted to make Capital Expenditures in connection with the purchase of Real Property which at the time of such Fiscal Year below: December 31purchase VHS Holdco II in good faith expects to designate as a Specified Construction Project within fifteen months following such purchase provided that (i) the aggregate amount of all such Capital Expenditures made pursuant to this sentence do not exceed $30,000,000 (net of Capital Expenditures for projects that have theretofore been designated as Specified Construction Projects under the definition thereof, 2010 $ 350,000,000 December 31without giving effect (solely for this purpose) to the last sentence thereof) and (ii) such Capital Expenditures are permitted within the limitations set forth in the immediately preceding sentence, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000and shall be deemed to constitute a utilization of the permitted Capital Expenditure amounts set forth in such preceding sentence. (be) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause preceding clauses (a) above for such subsequent Fiscal Year are first used in full. b), (c) In addition to the foregoingand (d), the Borrower VHS Holdco II and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will but not be included in connection with any determination under Section 11.10(aSpecified Construction Projects, except in the case of following clause (i) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such proceeds of a Recovery Event with respect to a Specified Construction Project are reinvested in the same Specified Construction Project) as follows: (i) Capital Expenditures consisting of the reinvestment of Net Sale Sale/Recovery Event Proceeds are of asset sales (exclusive of asset sales of the types described in clause (A) of Section 4.02(f) other than those described in Section 9.02(ii)) or Recovery Events not otherwise required to be applied as a mandatory repayment to prepay the Loans and/or commitment reduction reduce Commitments pursuant to Section 5.02(d4.02(f) as a result of clauses (B). , (dC) In addition to the foregoingand/or (D) contained therein, the Borrower and its Subsidiaries may make additional (ii) Capital Expenditures (which Capital Expenditures will not be included in made on any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event date so long as such Net same do not exceed the Retained Excess Cash Proceeds are used to replace or restore any properties or assets Flow Amount as then in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only effect (before giving effect to the extent respective Capital Expenditures), and so long as VHS Holdco II certifies to the Administrative Agent that such Net Cash Proceeds are not otherwise required to be applied as the respective Capital Expenditures constitute a mandatory repayment and/or commitment reduction utilization of (and shall reduce by the amount spent pursuant to Section 5.02(d). this clause (eii) In addition to on the foregoing, respective Capital Expenditures) the Borrower Retained Excess Cash Flow Amount and its Subsidiaries may make additional (iii) Capital Expenditures (which Capital Expenditures will made on any date so long as same do not be included exceed the Additional Investment Amount then in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateeffect. (f) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (b), (c), (d) and (e), VHS Holdco II and the Borrower and its Subsidiaries Subsidiary Guarantors may make additional Capital Expenditures; Expenditures in connection with Specified Construction Projects to the extent such Capital Expenditures are financed with the proceeds of issuances of the common Equity Interests of VHS Holdco I not required to be applied pursuant to Section 4.02(d), provided that (1) no Event at the time of Default shall have occurred and be continuing or would result therefrom and (2) each such issuance, VHS Holdco II certifies to the aggregate amount of Administrative Agent in reasonable detail the Capital Expenditures to be made pursuant to this clause (f) shall not exceed with the limitations set forth below:proceeds thereof.

Capital Expenditures. (a) Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings fiscal year set forth below (taken as one accounting period)below, Holdings Holdings, the Borrower and its their respective Subsidiaries may make Capital Expenditures Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings fiscal year set forth below the amount set forth below opposite such Fiscal Year belowfiscal year: FISCAL YEAR ENDING AMOUNT ------------------ ------ December 31, 2010 1997 $ 350,000,000 84,700,000 December 31, 2011 1998 $ 350,000,000 97,400,000 December 31, 2012 $ 350,000,000 1999 $106,100,000 December 31, 2013 $ 350,000,000 2000 $104,900,000 December 31, 2014 $ 350,000,000 2001 $103,100,000 December 31, 2015 $ 350,000,0002002 $107,200,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings Holdings, the Borrower and its their respective Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) and after giving effect to any reduction in such permitted expenditure amount pursuant to clause (c) below) is greater than the amount of such Capital Expenditures actually made by Holdings, the Borrower and its their respective Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "CapEx Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullfiscal year. (c) In addition to the foregoingany amounts set forth in clause (a) or (b) above, in any fiscal year Holdings, the Borrower and its their respective Subsidiaries may make additional Capital Expenditures in an amount equal to 15% of the amount set forth in clause (a) above for such fiscal year; PROVIDED, that (i) no Capital Expenditures were made pursuant to this clause (c) during the prior fiscal year and (ii) if Capital Expenditures are made during a fiscal year pursuant to this clause (c), then the amount of Capital Expenditures permitted for the subsequent fiscal year pursuant to clause (a) above shall be reduced by the amount of such Capital Expenditures made during such fiscal year pursuant to this clause (c). (d) Notwithstanding the foregoing, Holdings, the Borrower and their respective Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(athe foregoing clause (a), (b) or (bc)) with the amount of Net Sale Proceeds insurance proceeds received by Holdings, the Borrower or any of its their respective Subsidiaries from any Asset Sale Casualty Loss so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to in accordance with Section 5.02(d)7.10. (e) In addition to To the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in extent any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause clauses (fa), (b) shall or (c) above involve the purchase or lease of real property, such Capital Expenditures may not exceed be made unless, to the limitations set forth below:best of the Borrower's knowledge, such purchase or lease will not result in any material increase in the contingent liabilities (including environmental liabilities) of the Borrower or any of its Subsidiaries.

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital ExpendituresExpenditures except in accordance with this Section 9.07. (b) Notwithstanding anything to the contrary contained in clause (a) above, except that during any Fiscal Year of Holdings period set forth below (taken as one accounting period)below, Holdings the Borrower and its Subsidiaries may make Capital Expenditures in connection with their operations (but not in connection with any Specified Construction Projects, except to the extent the amount thereof is justified by the Borrower as described in the parenthetical contained in Section 9.07(d)) so long as the aggregate amount of such Capital Expenditures made (to the extent made) under this Section 9.07(b) does not exceed in any such period set forth below the sum of (i) the amount set forth opposite such period below plus (ii) the Additional Capital Expenditures Amount for such period: May 1, 2004 through June 30, 2004 $40,000,000 Each fiscal year of the Borrower ended after June 30, 2004 $95,000,000 (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above and clause (d) below, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries pursuant to Section 9.07(b) in the period from May 1, 2004 through June 30, 2004 or in any fiscal year of the Borrower thereafter are less than the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries during such period or fiscal year, as the case may be, pursuant to such Section 9.07(b), the Borrower may elect (by notifying the Adminis­tra­tive Agent in writing within 90 days following the end of such period or fiscal year, as the case may be, to either (i) carry forward (A) 50% of the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to such Section 9.07(b) during such period or fiscal year, as the case may be, but not made during such period or fiscal year, as the case may be (with 100% of the amount of the Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to Section 9.07(b) during such period or fiscal year, as the case may be, but not made during such period or fiscal year, as the case may be, being herein referred to as the “Unused Capital Expenditures Amount”), to make Capital Expenditures (but not in connection with any Specified Construction Projects, except to the extent the amount thereof is justified by the Borrower as described in the parenthetical appearing in Section 9.07(d)) in the immediately succeeding fiscal year (after the full amount of Capital Expenditures otherwise permit­ted to be made under Section 9.07(b) in such succeeding fiscal year, without regard to the provisions of this clause (c), have been made) but in no fiscal year thereafter, and (B) the remaining 50% of the Unused Capital Expenditures Amount to make Capital Expenditures in connection with any Specified Construc­tion Project (to the extent the amount thereof is justified by the Borrower as described in the parenthetical appearing in Section 9.07(d)) in any fiscal year thereafter, or (ii) carry forward 100% of the Unused Capital Expenditures Amount to make Capital Expenditures in connec­tion with Specified Construction Projects (to the extent the amount thereof is justified by the Borrower as described in the parenthetical appearing in Section 9.07(d)) in any fiscal year thereafter, provided that in no event shall more than the lesser of (I) $5,000,000 and (II) the Unused Capital Expenditure Amount from the period from May 1, 2004 through June 30, 2004 be carried over into the Borrower’s fiscal year ending June 30, 2005. (d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the Borrower and the Subsidiary Guarantors may make Capital Expenditures to finance projects which at the time the respective Capital Expenditures are made constitute Specified Construction Projects so long as the aggregate amount of all such Capital Expenditures made after the Effective Date solely pursuant to this clause (d) does not exceed in any Fiscal Year $550,000,000 (plus up to an additional $100,000,000 of Holdings such Capital Expenditures, so long as the excess Capital Expenditures contemplated by this parenthetical are permitted within the limitations set forth below pursuant to preceding Sections 9.07(b) and (c), in which case such Capital Expenditures shall be counted for purposes of this parenthetical and shall be deemed to constitute a utilization of the amount permitted Capital Expenditure amounts set forth opposite in said Sections 9.07(b) and/or (c), as the case may be). The Borrower and the Subsidiary Guarantors shall also be permitted to make Capital Expenditures in connection with the purchase of Real Property which at the time of such Fiscal Year below: December 31purchase the Borrower in good faith expects to designate as a Specified Construction Project within fifteen months following such purchase provided that (i) the aggregate amount of all such Capital Expenditures made pursuant to this sentence do not exceed $30,000,000 (net of Capital Expenditures for projects that have theretofore been designated as Specified Construction Projects under the definition thereof, 2010 $ 350,000,000 December 31without giving effect (solely for this purpose) to the last sentence thereof) and (ii) such Capital Expenditures are permitted within the limitations set forth in the immediately preceding sentence, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000and shall be deemed to constitute a utilization of the permitted Capital Expenditure amounts set forth in such preceding sentence. (be) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause preceding clauses (a) above for such subsequent Fiscal Year are first used in full. b), (c) In addition to the foregoingand (d), the Borrower and its Subsidiaries may make additional Capital Expenditures (which but not in connection with any Specified Construction Projects, except in the case of follow­ing clause (ii) to the extent proceeds of a Recovery Event with respect to a Specified Construction Project are reinvested in the same Specified Construction Project) as follows: (i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with consisting of the amount reinvestment of Net Sale Proceeds received by of asset sales (exclu­sive of asset sales of the Borrower or any types described in clause (A) of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are Section 4.02(f)) not otherwise required to be applied as a mandatory repayment to prepay the Loans and/or commitment reduction reduce Commitments pursuant to Section 5.02(d4.02(f) as a result of clauses (B). , (dC) In addition to and/or (D) contained therein, (ii) the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment to prepay the Loans and/or commitment reduction reduce Commitments pursuant to Section 5.02(d4.02(h). , and (eiii) In addition Capital Expendi­tures made on any date so long as same do not exceed the Retained Excess Cash Flow Amount as then in effect (before giving effect to the foregoingrespective Capital Expenditures), and so long as the Borrower and its Subsidiaries may make additional certifies to the Administrative Agent that the respec­tive Capital Expenditures constitute a utilization of (which Capital Expenditures will not be included in any determination under Section 11.10(a) or and shall reduce by the amount spent pursuant to this clause (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (yiii) on or prior to the first anniversary of respective Capital Expenditures) the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateRetained Excess Cash Flow Amount. (f) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (b), (c), (d) and (e), the Borrower and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures; Expenditures in connection with Specified Construction Projects to the extent such Capital Expenditures are financed with the proceeds of issuances of the common stock of the Borrower not required to be applied pursuant to Section 4.02(d), provided that (1) no Event at the time of Default shall have occurred and be continuing or would result therefrom and (2) each such issuance, the aggregate amount of Borrower certifies to the Administrative Agent in reasonable detail the Capital Expenditures to be made pursuant to this clause (f) shall not exceed with the limitations set forth below:proceeds thereof.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Effective Date through and including February 28, 1999, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $3,400,000 and (ii) during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: December 31Ending Amount ------------------ ------ February 29, 2010 $ 350,000,000 December 312000 $3,500,000 February 28, 2011 $ 350,000,000 December 312001 $5,200,000 February 28, 2012 $ 350,000,000 December 312002 $4,500,000 February 28, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,0002003 $5,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 5025% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount by operation of this clause (b)). (c) In addition to the foregoing, the Borrower and its it Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested in replacement assets within 540 300 days following the date of such Asset Sale, but only Sale to the extent that such Net Sale Proceeds are not otherwise required to be applied to repay outstanding Term Loans (or reduce the Total Term Loan Commitment, as a mandatory repayment and/or commitment reduction the case may be) pursuant to Section 5.02(d4.02(e) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(d), as the case may be. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 300 days following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only Event to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied to repay outstanding Term Loans (or reduce the Total Term Loan Commitment, as a mandatory repayment and/or commitment reduction the case may be) pursuant to Section 5.02(d4.02(g) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(d), as the case may be. (e) In addition to the foregoing, the Borrower and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or consisting of Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateextent permitted by Section 9.02(xii). (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will The Borrower shall not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make payments for Capital Expenditures so (net of sales of Eligible Container Fleet Inventory) in excess of the following amounts per fiscal year; provided, that as long as no Event of Default shall have occurred and be continuing, the aggregate Borrower may carry forward and add to the next year's limitation amount (but not beyond such next year) the unused portion of all such the limitation on Capital Expenditures does not exceed in any Fiscal Year for the prior year, up to a maximum of Holdings set forth below one hundred percent (100%) of the prior year's limitation amount; and provided, further, that the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition in this Section 8.8 as an annual limit to the foregoing, in the event that the amount of Capital Expenditures permitted to shall be made by Holdings and its Subsidiaries pursuant to clause (a) above increased, for a year in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by which the Borrower and its Subsidiaries during such Fiscal Year, the lesser effects any sale of (x) such excess and (y) 50% equity securities of the applicable permitted scheduled Capital Expenditure Borrower, by an amount as set forth in such clause (a) above, may be carried forward and utilized equal to make Capital Expenditures in three hundred percent of the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds net proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds sale of equity securities of the Borrower during such year (the "CapEx Equity Increase"). The Borrower shall not make any Capital Expenditures that are reinvested within 540 days following not directly related to the date business conducted on the Closing Date by the Borrower. Notwithstanding the foregoing, for each of such Asset SaleBorrower's fiscal years ending December 31, but only 2000, December 31, 2001 and December 31, 2002, the Borrower may carry forward the aggregate CapEx Equity Increase arising from the Borrower's sale of equity securities during the Borrower's fiscal year ending December 31, 1999, to the extent that such Net Sale Proceeds are aggregate CapEx Equity Increase does not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoingexceed $111,000,000, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. portion of the such CapEx Equity Increase not counted towards the payment of Capital Expenditures during the prior fiscal year (fup to a maximum of one hundred percent (100%) In addition to of the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that prior year's limitation amount) as long as (1A) no Event of Default shall have occurred and be continuing or would result therefrom and (2B) for the aggregate amount Borrower's fiscal years ending December 31, 2001 and December 31, 2002, the ratio of Capital Expenditures made pursuant Funded Debt to this clause (f) EBITDA shall not exceed the limitations set forth below:at any time be greater than 4.0:1.0. CAPITAL EXPENDITURES FOR PLANT, PROPERTY AND EQUIPMENT ONLY (I.E., EXCLUDING CONTAINER FLEET INVENTORY FISCAL YEAR ENDED CAPITAL EXPENDITURES HELD FOR SALE) 12/31/99 $10,900,000 $2,600,000

Capital Expenditures. (a) Holdings The Company will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that Expenditures during any Fiscal Year of Holdings the period set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount in excess of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite below with respect to such Fiscal Year belowperiod: December 31, 2010 ($ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000in millions) Period Ending Amount: ------------- ------ 01/31/2000 $68.0 01/31/2001 50.1 01/31/2002 47.5 01/31/2003 50.0 01/31/2004 50.0 01/31/2005 50.0 01/31/2006 50.0 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Company and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal 12-month period (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower Company and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, fiscal years; provided that (x) in no amounts once carried forward event shall the aggregate amount of Capital Expenditures made by the Company and its Subsidiaries during any fiscal year pursuant to this Section 11.10(b8.08(a) may be carried forward to any Fiscal Year exceed 125% of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above the direct amount set forth for such subsequent Fiscal Year are first used fiscal year in fullsuch Section 8.08(a). (c) In addition to Notwithstanding the foregoingproviso in Section 8.08(b), the Borrower Company and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount Net Cash Proceeds of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Sales to the extent that such Net Sale Proceeds proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(d) and such proceeds are reinvested as required by Section 4.02(d).. -100- (d) In addition to the foregoing, the Borrower The Company and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower Company or any of its Subsidiaries from any Recovery Event Taking or Destruction so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days one year following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(g). (e) In addition to the foregoing, the Borrower The Company and its Wholly-Owned Subsidiaries may make Permitted Acquisitions. (f) The Company may make the Capital Expenditures (x) contemplated by Section 8.02(q) and (y) the Capital Expenditures as set forth in Schedule 8.08(f), and the amounts of such Capital Expenditures shall not reduce the amount set forth in Section 8.08(a). (g) The Israeli Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary extent necessary to fund their operations, provided that no credit or other financial support is provided, directly or indirectly, thereby by the Parent, the Company or the other Subsidiaries of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateCompany. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including December 31, 2003, the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $20,000,000, and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending Closest To Amount ----------------------------- ------------ December 31, 2004 $225,000,000 December 31, 2005 $250,000,000 December 31, 2006 $275,000,000 December 31, 2007 $300,000,000 December 31, 2008 $325,000,000 December 31, 2009 $325,000,000 December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ $350,000,000 (b) In addition to the foregoing, in and without counting against the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as limits set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Saleas permitted in accordance with Section 4.02(f), but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans pursuant to Section 5.02(d4.02(f). (dc) In addition to the foregoing, and without counting against the limits set forth in clause (a) above, the Borrower and or any of its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Eventas permitted in accordance with Section 4.02(g), but only to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans pursuant to Section 5.02(d4.02(g). (ed) In addition to the foregoing, and without counting against the Borrower and its Subsidiaries may make additional Capital Expenditures limits set forth in clause (which Capital Expenditures will not be included in any determination under Section 11.10(aa) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoingabove, the Borrower and its Wholly-Owned Domestic Subsidiaries that are Subsidiary Guarantors may make additional Capital Expenditures; provided that consummate (1i) no Event Permitted Acquisitions in accordance with the -79- requirements of Default shall have occurred and be continuing or would result therefrom Section 8.14 and (2ii) the aggregate amount of Capital Expenditures made pursuant to this clause transactions permitted under Sections 9.02(xiii) and 9.05(iv), (fix), (xi) shall not exceed the limitations set forth below:and (xii).

Capital Expenditures. (a) Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures made under this Section 9.07(a) does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year: Fiscal Year below: December 31, 2010 Amount ----------- ------ 1997 $14,000,000 1998 $12,000,000 1999 $12,000,000 -63- 71 2000 $12,000,000 2001 $12,000,000 2002 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,0007,000,000 (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, in to the event extent that the aggregate amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during (excluding only those Capital Expenditures made pursuant to clause (c)) in any Fiscal Year are less than the amount set forth above with respect to such Fiscal Year, the lesser of (x) such excess and (y) up to 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in of such clause (a) above, difference may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower and its Subsidiaries may make additional Capital Expenditures as follows: (which i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with consisting of the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are asset sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d). (d3.03(b) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) result of (x) to consummate clause (ii) of the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) first parenthetical phrase contained therein and (y) on or prior the acquisition of Reinvestment Assets pursuant to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom proviso thereto and (2ii) the aggregate amount reinvestment of Capital Expenditures made proceeds of Recovery Events not required to reduce the Total Revolving Loan Commitment pursuant to this clause (f) shall not exceed the limitations set forth below:Section 3.03(c).

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as that would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Borrower and the Restricted Subsidiaries in any Fiscal Year fiscal year of Holdings the Borrower set forth below to exceed the greater of (a) the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 below under column A and (b) In addition the amount equal to the foregoingConsolidated Net Sales for such fiscal year multiplied by the number set forth below under column B opposite such fiscal year: Fiscal Year A B ----------- --- --- 1998 $35,000,000 0.06 1999 45,000,000 0.07 2000 45,000,000 0.07 2001 45,000,000 0.07 2002 45,000,000 0.07 2003 45,000,000 0.07 2004 45,000,000 0.07 2005 45,000,000 0.07 2006 45,000,000 0.07 To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the maximum amount permitted to be made for such fiscal year, 75% of such unused amount (each such amount, a "CARRY-FORWARD AMOUNT") may be carried forward to the immediately succeeding fiscal year and utilized to make such Capital Expenditures in such succeeding fiscal year in the event that the amount set forth above for such succeeding fiscal year has been used (it being understood and agreed that (a) no carry-forward amount may be carried forward beyond the first two fiscal years immediately succeeding the fiscal year in which it arose, (b) no portion of the carry-forward amount available for any fiscal year may be used until the entire amount of such Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause in such fiscal year (a) above in any Fiscal Year of Holdings (before without giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)carry-forward amount) is greater than the amount of Capital Expenditures actually shall be made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (yc) 50% if the carry-forward amount available for any fiscal year is the sum of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year from each of the two immediately preceding fiscal years, no portion of such carry-forward amount from the earlier of the two immediately preceding fiscal years may be used until all Capital Expenditures permitted pursuant to clause (a) above the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year shall have been used for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:in such fiscal year).

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including December 31, 1999, the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $20,000,000 and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending On Amount --------------------- ------ December 31, 2010 $ 350,000,000 2000 $25,000,000 December 31, 2011 $ 350,000,000 2001 $26,000,000 December 31, 2012 $ 350,000,000 2002 $27,000,000 December 31, 2013 $ 350,000,000 2003 $28,000,000 December 31, 2014 $ 350,000,000 2004 $21,000,000 December 31, 2015 $ 350,000,0002005 $21,000,000 December 31, 2006 $21,000,000 From and after the consummation of any Permitted Acquisition, each of the Capital Expenditure amounts set forth above in this clause (a) shall be increased by an amount equal to 25% of the Acquired EBITDA of the respective Acquired Entity or Business acquired in each such Permitted Acquisition for the most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business (as certified in the respective officer's certificate delivered pursuant to clause (viii) of Section 8.18(a)), provided that the Capital Expenditure amount for the fiscal year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this sentence 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. (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 5025% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount pursuant to this clause (b)). (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested in Capital Expenditures within 540 180 days following the date of such Asset Sale, but only Sale to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay outstanding Term Loans pursuant to Section 5.02(d4.02(e) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(e), as the case may be. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 180 days following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only Event to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay outstanding Term Loans pursuant to Section 5.02(d4.02(g) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(e), as the case may be. (e) In addition to the foregoing, the Borrower and its Wholly-Owned Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.18. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings No Credit Agreement Party will, nor will not, and will not any Credit Agreement Party permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings Adience and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed (x) for the fiscal year of Holdings ending in April, 1998, $15,000,000 and (y) in any Fiscal Year fiscal year ended thereafter, $12,000,000; provided that if the Leverage Ratio as determined from the last day of any fiscal year of Holdings set forth below ending after the Restatement Effective Date (calculating the numerator as of such date and the denominator for the fiscal year then ended) is less than 3.25:1, the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000in clause (y) for the immediately succeeding fiscal year shall be increased by $2,000,000. (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, in to the event extent that the amount of Capital Expenditures permitted to be made by Holdings Adience and its Subsidiaries pursuant to in any fiscal year set forth in clause (a) above is less than the amount permitted to be made in any Fiscal Year of Holdings such fiscal year (before giving effect to the proviso thereto, but without giving effect to any increase in such permitted Capital Expenditure additional amount pursuant to available as a result of this clause (b) or clause (c) below)) is greater than , the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yeardifference, the lesser but not in excess of (x) such excess and (y) 50% of the applicable amount originally permitted scheduled Capital Expenditure amount as set forth to be spent in such said fiscal year pursuant to said clause (a) above(giving effect to the proviso thereto if applicable), may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Year, fiscal year of Adience; provided that (x) during the fiscal year of Holdings ending in April, 1999, no amounts once carried forward pursuant to this Section 11.10(b) more than $2,000,000 may be carried forward and used to any Fiscal Year of Holdings thereafter and make Capital Expenditures pursuant to this clause (y) no amounts b). Any amount carried forward into a subsequent Fiscal Year may be fiscal year pursuant to this clause (b) shall, if not used until all to make Capital Expenditures permitted pursuant in such fiscal year, terminate at the end thereof (and shall not be carried forward to clause (a) above for such a subsequent Fiscal Year are first used in fullfiscal year). (c) In addition to the foregoingCapital Expenditures permitted to be made pursuant to preceding clauses (a) and (b) of this Section 9.07, the Borrower (i) Adience and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds insurance proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower Adience or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only time periods set forth in Section 4.02(g) (and to the extent that such Net Cash Proceeds proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b4.02(g)) and (xii) Permitted Acquisitions shall be permitted to consummate the Terra Acquisition or Acquisitions effected be made in accordance with the requirements of Section 11.04(viii) Sections 9.02 and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Closing Date through and including December 31, 2015, the Borrowers and their Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $50,000, and (ii) during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), Holdings the Borrowers and its their Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings set forth below the amount set forth opposite such Fiscal Year fiscal year below: December 31, 2010 2016 $ 350,000,000 750,000 December 31, 2011 2017 $ 350,000,000 1,000,000 December 31, 2012 2018 $ 350,000,000 1,000,000 December 31, 2013 2019 $ 350,000,000 1,000,000 December 31, 2014 2020 $ 350,000,000 December 31, 2015 $ 350,000,0001,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrowers and its their Subsidiaries pursuant to clause (aa)(ii) above in any Fiscal Year fiscal year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower Borrowers and its their Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b11.07(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter and (ythereafter, provided, further, that in any fiscal year the corresponding amount set forth in Section 11.07(a) no shall be deemed to have been utilized in full prior to the utilization of any amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthis Section 11.07(b). (c) In addition to the foregoing, the Borrower Borrowers and its their Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a11.07(a) or (b)) with the amount of (x) Net Sale Proceeds received by the a Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 360 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d6.02(e). (d) In addition to the foregoing, the Borrower Borrowers and its their Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a11.07(a) or (b)) with the amount of Net Cash Proceeds received by the a Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 360 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d6.02(g). (e) In addition to the foregoing, the Borrower Borrowers and its their Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a11.07(a) or (b)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate10.16. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not permit Make any of its Subsidiaries to, make any ARIMF Capital ExpendituresExpenditure, except that for ARIMF Capital Expenditures not exceeding, in the aggregate for the Borrower and it Subsidiaries during any Fiscal Year of Holdings each fiscal year set forth below (taken as one accounting period)below, Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year belowfiscal year: December 312008 [ *] 2009 [ *] 2010 [ *] 2011 [ *] ; provided, 2010 $ 350,000,000 December 31however, 2011 $ 350,000,000 December 31that so long as no Default has occurred and is continuing or would result from such expenditure, 2012 $ 350,000,000 December 31any portion of any amount set forth in this clause (a), 2013 $ 350,000,000 December 31if not expended in the fiscal year for which it is permitted above, 2014 $ 350,000,000 December 31may be carried over for expenditure in the next following fiscal year; and provided, 2015 $ 350,000,000further, if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (b) In addition to Make any other Capital Expenditure not otherwise permitted under Section 7.12(a), except for Capital Expenditures for any purpose (other than for the foregoingpurchase or other acquisition (for cash or non-cash consideration, in one transaction or a series of transactions) of the Equity Interests or assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person) not exceeding, in the event that aggregate for the Borrower and it Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 2008 [ *] 2009 [ *] 2010 [ *] 2011 [ *] ; provided, however, that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above any amount set forth in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) , if not expended in the fiscal year for which it is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures over for expenditure in the immediately succeeding Fiscal Yearnext following fiscal year; and provided, provided that (x) no amounts once further, if any such amount is so carried forward pursuant to this Section 11.10(b) may over, it will be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first deemed used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with applicable subsequent fiscal year before the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:opposite such fiscal year above.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including September 30, 1999, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $6,500,000 and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth below opposite such fiscal year: Fiscal Year below: December 31Ending Amount ------------------ ------ September 30, 2010 $ 350,000,000 December 312000 $6,500,000 September 30, 2011 $ 350,000,000 December 312001 $6,500,000 September 30, 2012 $ 350,000,000 December 312002 $6,500,000 September 30, 2013 $ 350,000,000 December 312003 $6,500,000 September 30, 2014 $ 350,000,000 December 312004 $6,500,000 September 30, 2015 $ 350,000,0002005 $7,500,000 September 30, 2006 $8,000,000 From and after the consummation of any Permitted Acquisition, each of the Capital Expenditure amounts set forth above in this clause (a) shall be increased by an amount equal to 20% of the Acquired EBITDA of the respective Acquired Entity or Business acquired in each such Permitted Acquisition for the most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business (as certified in the respective officer's certificate delivered pursuant to clause (xi) of Section 8.14(a)), provided that the Capital Expenditure amount for the fiscal year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this sentence 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. (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.08(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount pursuant to this clause (b)). (c) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.08(a)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Sales to the extent that such Net Sale Proceeds proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans or reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d4.02(d) or Section 3.03(e), as the case may be. (d) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.08(a)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days one year following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans or reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d4.02(g) or Section 3.03(e), as the case may be. (e) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.08(a)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.14. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. Make, or become legally obligated to make, any Capital Expenditure except: (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Maintenance Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year not in excess of Holdings set forth below the amount set forth opposite such sum of (i) $40,000,000 plus (ii) the amount, if any, by which $40,000,000 exceeds Maintenance Capital Expenditures made by Borrower and the Restricted Subsidiaries in the immediately preceding Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000Year; (b) In addition Capital Expenditures to the foregoing, in the event that the amount of Capital Expenditures extent financed by Indebtedness permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (bunder Section 6.9(e)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full.; (c) In addition a Capital Expenditure to effect the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures Jaxxx Transaction that does not exceed either (which Capital Expenditures will not be included i) $125,000,000 (excluding in any determination under Section 11.10(aevent from this calculation any assumption by Borrower or a Restricted Subsidiary of any Indebtedness of TEGP resulting from the Jaxxx Xransaction) or (b)ii) when aggregated with all other Basket Expenditures made since the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset SaleClosing Date, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d).$300,000,000; (d) In addition to if the foregoingJaxxx Xransaction is consummated, the Borrower and its Subsidiaries may make additional Capital Expenditures (which other than those described in clauses (a) and (b) above) that, giving effect thereto, do not exceed either (i) when aggregated with all other Capital Expenditures will not be included (other than those described in any determination under Section 11.10(aclauses (a) and (b) above) and Acquisition Expenditures made since the Closing Date, $250,000,000 or (b)ii) when aggregated with all other Basket Expenditures made since the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery EventClosing Date, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d).$300,000,000; and (e) In addition to if the foregoingJaxxx Xransaction is not consummated, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included other than those described in any determination under Section 11.10(a) or clauses (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viiia) and (yb) on or prior to above) that, giving effect thereto, do not exceed either (i) when aggregated with all other Capital Expenditures (other than those described in clauses (a) and (b) above) and Acquisition Expenditures made since the first anniversary of the Effective Closing Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. 150,000,000 or (fii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital when aggregated with all other Basket Expenditures made pursuant to this clause (f) shall not exceed since the limitations set forth below:Closing Date, $300,000,000.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (x) during any Fiscal Year of Holdings set forth below the period (taken as one accounting period) from the Effective Date through and including May 25, 1997, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $10,000,000, (y) during the fiscal year ended May 24, 1998 (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long in an aggregate amount not to exceed $50,000,000 and (z) during each fiscal year thereafter (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $60,000,000. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of pursuant to Section 9.07(a) (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount except as set forth in such clause (ax) abovethereof) in any fiscal year of the Borrower (beginning with the fiscal year ended May 24, 1998) are less than (x) $50,000,000 (or $60,000,000 in the case of a fiscal year beginning after May 24, 1998), the amount of such difference, but in no case more than $10,000,000, may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year (after the full amount of Capital Expenditures otherwise permitted to be made under Section 9.07(a) in such fiscal year, without regard to the provisions of this clause (b), have been made), provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year such succeeding fiscal year shall lapse and terminate at the end of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullfiscal year. (c) In addition to the foregoing, Capital Expenditures permitted pursuant to preceding clauses (a) and (b) the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will consisting of the reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(h). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Effective Date through and including December 31, 1997, the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $40,000,000, and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending Amount December 31, 2010 $ 350,000,000 1998 $75,000,000 December 31, 2011 $ 350,000,000 1999 $85,000,000 December 31, 2012 $ 350,000,000 2000 $110,000,000 December 31, 2013 $ 350,000,000 2001 $125,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,0002002 $70,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 5025% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount by operation of this clause (b)). (c) In addition to the foregoing, the Borrower and its it Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested in replacement assets within 540 180 days following the date of such Asset Sale, but only Sale to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d3.03(b). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 180 days following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only Event to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to reduce the Total Revolving Loan Commitment pursuant to Section 5.02(d3.03(d). (e) In addition to the foregoing, the Borrower and its Wholly-Owned Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateextent permitted by Section 9.02(ix). (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings fiscal year set forth below (taken as one accounting period)below, Holdings the Borrower and its Subsidiaries may make Capital Expenditures Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings fiscal year set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: December 31Ending Amount ------------------ ------ September 30, 2010 $ 350,000,000 December 312000 $60,000,000 September 30, 2011 $ 350,000,000 December 312001 $60,000,000 September 30, 2012 $ 350,000,000 December 312002 $45,000,000 September 30, 2013 $ 350,000,000 December 312003 $40,000,000 September 30, 2014 $ 350,000,000 December 312004 $40,000,000 September 30, 2015 $ 350,000,0002005 $40,000,000 -74- 81 Fiscal Year Ending Amount ------------------ ------ September 30, 2006 $40,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe Borrower. (c) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount of Net Asset Sale Proceeds received by (including proceeds from the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Hospital Investment Program) to the extent that such Net Asset Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans pursuant to Section 5.02(d)4.02(e) and such proceeds are reinvested as required by said Section. (d) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with consisting of the amount reinvestment of Net Cash Insurance/Condemnation Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay Term Loans pursuant to Section 5.02(d4.02(f). (e) In addition to Notwithstanding the foregoing, the Borrower and its Domestic Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) 8.12 and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregatecomponent definitions as used therein. (f) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this (which Capital Expenditures will not be included in any determination under the foregoing clause (fa)) shall not exceed from the limitations set forth below:Permitted Expenditure Amount.

Capital Expenditures. (a) Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including December 31, 2000, RPP USA and any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $10,000,000, and (ii) during any fiscal year set forth in the table below, RPP USA and any of its Subsidiaries may make Capital Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings fiscal year set forth below the sum of (x) the amount set forth opposite such fiscal year below plus (y) for ---- each Acquired Business acquired after the Initial Borrowing Date and prior to the first day of the respective fiscal year set forth below, 25% of the Acquired EBITDA of such Acquired Business for the trailing twelve months of such Acquired Business immediately preceding its acquisition for which financial statements have been made available to RPP USA and the Lenders plus (z) for each Acquired ---- Business acquired during the respective fiscal year, the amount for such Acquired Business specified in preceding clause (y) multiplied by a percentage, the numerator of which is the number of days in the fiscal year after the date of the respective acquisition and the denominator of which is 365 or 366, as the case may be (it being understood, however, that no IT Capital Expenditures may ------- be made pursuant to this clause (a) during any fiscal year prior to the fiscal year commencing on January 1, 2006): Fiscal Year below: Ending Amount ------------------ ------ December 31, 2010 $ 350,000,000 2001 $45,000,000 December 31, 2011 $ 350,000,000 2002 $40,000,000 December 31, 2012 $ 350,000,000 2003 $40,000,000 December 31, 2013 $ 350,000,000 2004 $40,000,000 December 31, 2014 $ 350,000,000 2005 $40,000,000 December 31, 2015 $ 350,000,0002006 $45,000,000 December 31, 2007 $45,000,000 December 31, 2008 $45,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings RPP USA and any of its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year set forth in the table above (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower RPP USA and any of its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years, provided that (yi) in no -------- event shall the Rollover Amount available to be utilized in any succeeding fiscal year exceed 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe fiscal year by reference to which the Rollover Amount was determined and (ii) no IT Capital Expenditures may be made with any Rollover Amounts from any fiscal year ending prior to the fiscal year commencing on January 1, 2006. (c) In addition to Notwithstanding the foregoing, the Borrower RPP USA and any of its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount of Net Sale Proceeds insurance proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower RPP USA or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid or committed to be paid within 540 360 days following the date of the receipt of such Net Cash Proceeds from such Recovery Eventinsurance proceeds, but only in each case to the extent that such Net Cash Proceeds are insurance proceeds do not otherwise required to be applied as require, or result in, a mandatory repayment of Term Loans and/or commitment a mandatory reduction to the Total Revolving Loan Commitment pursuant to Section 5.02(d4.02(g). (ed) In addition to Notwithstanding the foregoing, the Borrower RPP USA and any of its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the Net Sale Proceeds of Asset Sales, to the extent such Net Sale Proceeds do not require, or result in, a mandatory repayment of Term Loans and/or a mandatory reduction to the Total Revolving Loan Commitment pursuant to Section 4.02(d) and such proceeds are reinvested as required by said Section 4.02(d). (xe) to consummate Notwithstanding the Terra Acquisition or foregoing, RPP USA and any of its Wholly- Owned Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii9.02(i). (f) Notwithstanding the foregoing, during the period from the Initial Borrowing Date through December 31, 2005, RPP USA and (y) on or prior to the first anniversary of the Effective Date, its Subsidiaries may make IT Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. 50,000,000 (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of which Capital Expenditures made pursuant to this will not be included in any determination during such period under the foregoing clause (f) shall not exceed the limitations set forth below:a)).

Capital Expenditures. (a) Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings period set forth below (taken as one accounting period), Holdings ) the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures made under this Section 9.07(a) does not exceed in any Fiscal Year of Holdings period set forth below the amount set forth opposite such period below: -73- Period Amount ------ ------ Effective Date through last day of Fiscal Year below: December ending $ 7,500,000 closest to March 31, 2010 $ 350,000,000 December 1998 Fiscal Year ending closest to March 31, 2011 1999 $ 350,000,000 December 90,000,000 Fiscal Year ending closest to March 31, 2012 2000 $ 350,000,000 December 95,000,000 Fiscal Year ending closest to March 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,0002001 and $100,000,000 each Fiscal Year ending thereafter (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, in to the event extent that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to in any period set forth in clause (a) above are less than the amount permitted to be made in any Fiscal Year of Holdings such period (before without giving effect to any increase in such permitted Capital Expenditure additional amount pursuant to available as a result of this clause (b) or clause (c) below)) is greater than , the amount of Capital Expenditures actually made by such difference (the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x"Rollover Amount") such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized --------------- used to make Capital Expenditures in the immediately succeeding Fiscal Year, fiscal year of the Borrower; provided that (x) in no amounts once carried forward pursuant to this Section 11.10(b) may event shall the Rollover Amount be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullgreater -------- than $5,000,000. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower Holdings and its Subsidiaries may make additional Capital Expenditures as follows: (which i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with consisting of the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are asset sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d). 4.02(g) as a result of clause (div) In addition to of the foregoingparenthetical phrase contained therein or the proviso thereto, (ii) the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(i). , (eiii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected made in accordance with the requirements of Section 11.04(viii9.02(k) and (yiv) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Permitted Acquisition Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:.

Capital Expenditures. (a) Holdings will not, and The Parent Borrower will not --------------------- permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not made by the Parent Borrower and the Subsidiaries (a) (i) if an election is made by the Parent Borrower pursuant to the proviso to Section 5.17 prior to December 31, 2001, during the period from the Effective Date to December 31, 2001 to exceed $6,250,000, or (ii) if no such election is made, during the period from the Effective Date to March 31, 2002 to exceed $12,500,000 and (b) in any Fiscal Year fiscal year commencing with the fiscal year beginning on the day after the last day of Holdings set forth below the applicable period referred to in the preceding clause (a), to exceed (i) the aggregate amount of the Net Proceeds of Prepayment Events described in clauses (a) and (b) of the definition of the term Prepayment Event that are applied to make Capital Expenditures during such fiscal year as contemplated by the first proviso to Section 2.11(c), plus (ii) the amount set forth below opposite such year: Fiscal Year below: Ending Amount ------------------ ------ March 31, 2003 (or December 31, 2010 $ 350,000,000 $25,000,000 2002, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) March 31, 2004 (or December 31, 2011 $ 350,000,000 $15,000,000 2003, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) March 31, 2005 (or December 31, 2012 $ 350,000,000 $10,000,000 2004, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) or thereafter The amount of permitted Capital Expenditures set forth in the immediately preceding sentence in respect of any fiscal year (other than any fiscal year ending on or prior to December 31, 2013 $ 350,000,000 December 2002 or March 31, 2014 $ 350,000,000 December 312003, 2015 $ 350,000,000 (bas applicable) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to shall be made increased by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause excess, if any, of (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year amount of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (ab)(ii) above of the preceding sentence for such subsequent Fiscal Year are first used in full. the immediately preceding fiscal year (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional disregarding any Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(apermitted by reason of this sentence) or less (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made by the Parent Borrower and the Subsidiaries in such preceding fiscal year. Additionally, so long as prior to and after giving effect to such payments the Parent Borrower shall be in compliance with Sections 6.12 and 6.13, the Parent Borrower may in any 121 fiscal year, commencing with the fiscal year ending on March 31, 2003 (or, if an election is made by the Parent Borrower pursuant to this clause the proviso to Section 5.17, on December 31, 2002), also apply Excess Cash Flow for the immediately preceding fiscal year toward Capital Expenditures to the extent such Excess Cash Flow (fi) shall is not exceed the limitations set forth below:required to be applied to make prepayments of Loans pursuant to Section 2.11(d) and (ii) has not previously been applied to Permitted ECF Uses.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, Make or become legally obligated to make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period)for Capital Expenditures not exceeding, Holdings in the aggregate for the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any during each Fiscal Year of Holdings (or portion thereof) set forth below below, the amount and number set forth opposite such Fiscal Year belowYear: December 31, 2006 $ 15,000,000 2007 $ 15,000,000 2008 $ 15,000,000 2009 $ 15,000,000 2010 $ 350,000,000 December 31, 15,000,000 2011 $ 350,000,000 December 3115,000,000 provided, 2012 $ 350,000,000 December 31however, 2013 $ 350,000,000 December 31that so long as no Event of Default has occurred and is continuing or would result from such Capital Expenditure, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (a) up to 100% of the unused portion of Capital Expenditures from the immediately previous Fiscal Year (calculated without reference to any amounts carried forward from prior years pursuant to this provision and any amounts expended in any Fiscal Year shall be deemed expended on a “first-dollar basis” from the amounts allocated to that Fiscal Year as set forth above and only thereafter from such carryover amounts) (“Permitted Carry Forward Capex”) may be carried over to the next following Fiscal Year (but not to any subsequent Fiscal Year); and (b) not more than 100% of Capital Expenditures permitted to be incurred in the immediately succeeding future Fiscal Year may be utilized in any then current Fiscal Year with a commensurate automatic reduction in the Capital Expenditures permitted to be incurred in such future Fiscal Year (“Permitted Carry Back Capex”). In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion at anytime in an aggregate amount not to exceed $95,000,000 2,000,000 in connection with establishing call centers for the aggregate. (f) In addition to the foregoing, the Borrower Borrower’s and its Subsidiaries may make additional Capital ExpendituresSubsidiaries’ drive-through and catering businesses; provided that at the time of such expenditures the Borrower in good faith projects a “return on equity” in excess of 20% therefrom. For any period during which the Consolidated Leverage Ratio is (1i) no Event of Default less than 4.0:1.0 or (ii) 0.5 or more below the then applicable maximum Consolidated Leverage Ratio set forth in Section 7.15(b), the amount for such period set forth in the table above shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) increased by 10%; provided that such increase shall not exceed the limitations set forth below:be credited to any Permitted Carry Forward Capex or Permitted Carry Back Capex.

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including the last day of the Borrower's fiscal year ending October 31, 1999, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $6,500,000 and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the respective amount set forth opposite such fiscal year below: Fiscal Year below: December Ending Amount ------------------ ------ October 31, 2010 $ 350,000,000 December 2000 $12,000,000 October 31, 2011 $ 350,000,000 December 2001 $14,000,000 October 31, 2012 $ 350,000,000 December 2002 $12,000,000 October 31, 2013 $ 350,000,000 December 2003 $10,000,000 October 31, 2014 $ 350,000,000 December 2004 $10,000,000 October 31, 2015 2005 $10,000,000 October 31, 2006 $ 350,000,0002,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (before giving effect to any increase in such the permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make additional Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year of Holdings fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount by operation of this clause (b)). (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested in replacement assets within 540 350 days following the date of such Asset Sale, but only Sale to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay outstanding Term Loans pursuant to Section 5.02(d4.02(d) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used or committed to be used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 days one year following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only Event to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay outstanding Term Loans pursuant to Section 5.02(d4.02(e) or reduce the Total Revolving Loan Commitment pursuant to Section 3.03(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateextent permitted by Section 9.02(xii). (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that Expenditures to complete the construction of its new facility to be located in Moorpark, California so long as (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2i) the aggregate amount of all such Capital Expenditures made pursuant to this clause (fSection 9.07(f) shall does not exceed the limitations set forth below:$7,000,000 and (ii) all such Capital Expenditures are made on or before October 31, 1999.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Closing Date through and including December 31, 2010, the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $45,000,000, and (ii) during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: December 31, 2010 $ 350,000,000 Ending Amount December 31, 2011 $ 350,000,000 90,000,000 December 31, 2012 $ 350,000,000 100,000,000 December 31, 2013 and thereafter $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000125,000,000 (b) In addition to the foregoingCapital Expenditures permitted pursuant to the preceding clause (a) of this Section 7.10, (i) in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Restricted Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Restricted Subsidiaries during such Fiscal Yearfiscal year, such unused excess amount (the lesser of (x“Rollover Amount”) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year of Holdings, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b7.10(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter thereafter, and provided, further, that Capital Expenditures made during any fiscal year of Holdings shall be first deemed made in respect of the scheduled amount permitted for such fiscal year and then deemed made in respect of the Rollover Amount and (yii) no amounts carried forward into for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(b) (including as a subsequent Fiscal Year result of the application of clause (i) of this clause (b)) may be used until all increased by an amount not to exceed 25% of the scheduled amount permitted for the next succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used be made in fullthe immediately succeeding fiscal year. (c) In addition to Notwithstanding the foregoing, following the Borrower and its Subsidiaries may make additional closing of any Permitted Acquisition or any other Investment consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets of a Person permitted hereunder, the amounts set forth in clause (a) of this Section 7.10 shall be automatically increased by an amount equal to the lesser of (i) the average historical Capital Expenditures made with respect to the respective acquired business for the last three fiscal years applicable to such acquired business (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date shorter period of such Asset Sale, but only acquired business that existed) ending prior to such Permitted Acquisition or other Investment and (ii) 5.0% of the extent that revenues applicable to such Net Sale Proceeds acquired business for the twelve month period most recently ended for which financial statements are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)available. (d) In addition to the foregoingCapital Expenditures permitted pursuant to the preceding clauses (a), (b) and (c) of this Section 7.10, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in at any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion time in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to portion, if any, of the foregoing, Cumulative Credit on the date of such Capital Expenditure that the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event elects to apply to this Section 7.10(d), such election to be specified a written notice of Default shall have occurred and be continuing or would result therefrom and (2) a Responsible Officer of the aggregate Borrower calculating in reasonable detail the amount of Capital Expenditures made pursuant Cumulative Credit immediately prior to this clause (f) shall not exceed such election and the limitations set forth below:amount thereof elected to be so applied.

Capital Expenditures. (a) A. Borrower and Holdings will shall not, and will shall not permit any of its their Subsidiaries to, make any or incur Capital ExpendituresExpenditures in excess of $80,000,000 from January 1, except 2003 to December 31, 2003, and in excess of $95,000,000 per Fiscal Year for each Fiscal Year thereafter (the “Annual CapEx Amount”); provided that during (i) the Annual CapEx Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, but in no event more than $30,000,000, of the Annual CapEx Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of such Capital Expenditures for such previous Fiscal Year, (ii) Permitted Reinvestment Capital Expenditures and Investments shall not be included in Capital Expenditures for purposes of determining the Annual CapEx Amount, and (iii) Holdings set forth below and its Subsidiaries may make up to an additional $300,000,000 in the aggregate of Capital Expenditures (taken as which shall not be included for purposes of determining the Annual CapEx Amount) after the Effective Date in connection with one accounting periodor more Permitted Acquisitions and related Conversion Costs if, in the case of this clause (iii), both at the time of and immediately after giving effect to any such Capital Expenditures and any related Revolving Loans made in connection therewith, the Total Leverage Ratio is less than or equal to the lower of (x) the then-required Total Leverage Ratio under subsection 7.6A less 0.25 or (y) 5.00:1.00, and the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments by not less than $50,000,000. B. In addition to Capital Expenditures permitted to be made pursuant to subsection 7.8A, Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Permitted Reinvestment Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:.

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding (a) Holdings will not, and will not permit any for each of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: fiscal years ending December 31, 2010 $ 350,000,000 2007 and December 31, 2008, $60,000,000 in the aggregate for the Borrower and it Subsidiaries during any such fiscal year, (b) for the fiscal year ending December 31, 2009, $30,000,000 in the aggregate for the Borrower and it Subsidiaries during such fiscal year, (c) for the fiscal year ending December 31, 2010, $45,000,000 in the aggregate for the Borrower and it Subsidiaries during such fiscal year, and (d) for each of the fiscal years ending December 31, 2011 $ 350,000,000 December 31and thereafter, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, $55,000,000 in the event that aggregate for the amount of Capital Expenditures permitted to be made by Holdings Borrower and its it Subsidiaries during any such fiscal year (together with any such amounts carried over pursuant to clause (ai) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearbelow, the lesser of “Maximum Cap Ex Amounts”); provided, however, that (xi) so long as (A) no Default has occurred and is continuing or would result from such excess expenditure and (yB) 50% of the applicable permitted scheduled Capital Expenditure amount as Consolidated Leverage Ratio set forth in such clause (athe Compliance Certificate delivered concurrently with the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) is less than 4.75 to 1.0, any portion of the fixed amount set forth above, if not expended in the fiscal year for which it is permitted, may be carried forward over for expenditure in the next following fiscal year and utilized to make (ii) if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year after the fixed amount set forth above has been expended; and provided, further, that any reinvestment in operating assets, in accordance with Section 2.05(b)(iii), of any Net Cash Proceeds arising from Dispositions permitted under Section 7.05 shall not constitute Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to for purposes of this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and 7.12 (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for and, accordingly, such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestments shall not be included in any determination under Section 11.10(a) or (b)) with reduce the amount of Net Sale Proceeds received by the Borrower unutilized Maximum Cap Ex Amounts or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only otherwise be subject to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(dlimitations on Capital Expenditures set forth in this Section). . (ee) Subsections (d) In addition to the foregoing), the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viiif) and (yg) on or prior to the first anniversary of Section 7.15 of the Effective DateExisting Credit Agreement are amended and restated in their entirety to read as follows, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth belowrespectively:

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Initial Borrowing Date through and including the last day of Fiscal Year 2003, the U.S. Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $80,000,000 and (ii) during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the U.S. Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth below opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000Fiscal Year Amount ----------- ------ Fiscal Year 2004 $150,000,000 Fiscal Year 2005 $150,000,000 Fiscal Year 2006 $150,000,000 Fiscal Year 2007 $150,000,000 Fiscal Year 2008 $150,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the U.S. Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (or during the period set forth in clause (a)(i) above) (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the U.S. Borrower and its Subsidiaries during such Fiscal YearYear (or period, as the case may be), the lesser of (x) such excess and (y) 50100% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.12(b) may be carried forward to any subsequent Fiscal Year of Holdings thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the U.S. Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such period as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount pursuant to this clause (b)). (c) In addition to the foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a9.12(a) or (b)) with the amount of Net Sale Proceeds received by of Asset Sales to the Borrower or any of its Subsidiaries from any Asset Sale so long as extent such Net Sale Proceeds do not require, or result in, a mandatory repayment of Term Loans and/or a mandatory reduction to the Total Incremental Term Loan Commitment and/or the Total Revolving Loan Commitment pursuant to Section 4.02(c) and such proceeds are reinvested within 540 360 days (subject to a six month extension for contractual commitments that are not completed during such 360-day period) following the date of such Asset Sale, but only to Sale in accordance with the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)requirements of said Section. (d) In addition to the foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a9.12(a) or (b)) with the amount of Net Cash Proceeds insurance proceeds received by the U.S. Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 360 days (subject to a six month extension for contractual commitments that are not completed during such 360-day period) following the date of the receipt of such Net Cash Proceeds from such Recovery Eventinsurance proceeds, but only in each case to the extent that such Net Cash Proceeds are insurance proceeds do not otherwise required to be applied as require, or result in, a mandatory repayment of Term Loans and/or commitment a mandatory reduction to the Total Incremental Term Loan Commitment and/or the Total Revolving Loan Commitment pursuant to Section 5.02(d4.02(f). (e) In addition to the foregoing, the Borrower Borrowers and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a9.12(a) or (b)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.15. (f) In addition to the foregoing, the U.S. Borrower and its Subsidiaries the Subsidiary Guarantors may make additional Capital Expenditures; provided that Expenditures (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of which Capital Expenditures made pursuant to this clause will not be included in any determination under Section 9.12(a) or (fb)) shall not exceed on the limitations set forth below:Third Amendment Effective Date arising in connection with the exercise of the purchase option under the HQ Lease Agreements.

Capital Expenditures. (a) Holdings and the Borrower will not, and will not permit any of its their Subsidiaries to, make any Consolidated Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Consolidated Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually so made by the Borrower and its Subsidiaries (on a consolidated basis) does not exceed during (i) the 1999 Fiscal Year, an amount equal to $200,000,000 and (ii) each Fiscal Year thereafter an amount equal to (x) $300,000,000 plus (y) an amount equal to the ---- amount of Consolidated Capital Expenditures permitted pursuant to the preceding clause (x) for the immediately preceding Fiscal Year and not utilized during such Fiscal Year, provided, that the lesser of (x) such excess and aggregate amount attributable to this -------- clause (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to shall not at any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fulltime exceed $100,000,000. (cb) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Consolidated Capital Expenditures on any date with (i) proceeds of Indebtedness incurred pursuant to Section 8.2(i) and (p) and (ii) Net Offering -------------- --- Proceeds which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to prepayment under Section 5.02(d4.4(g).. -------------- (dc) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Consolidated Capital Expenditures with (which Capital Expenditures will not be included in any determination under Section 11.10(ai) or (b)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower Holdings or any of its Subsidiaries from any Recovery Event and (ii) the Net Sale Proceeds received by Holdings or any of its Subsidiaries from any Asset Disposition, so long as such insurance proceeds and/or Net Cash Sale Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required contractually committed to be applied as a mandatory repayment and/or commitment reduction pursuant used within 365 days to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Consolidated Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:4.4(e). --------------

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) prior to a Qualified IPO, during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in the amount set forth below opposite such fiscal year under the heading “Pre-IPO Amount” and (ii) after the occurrence of a Qualified IPO, during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of such Capital Expenditures does not exceed the amount set forth below opposite such fiscal year under the heading “Post-IPO Amount”: Fiscal Year below: December year ending closest to March 31, 2004 $ 45,000,000 N/A Fiscal year ended closest to March 31, 2005 $ 50,000,000 $ 55,000,000 Fiscal year ended closest to March 31, 2006 $ 60,000,000 $ 70,000,000 Fiscal year ended closest to March 31, 2007 $ 65,000,000 $ 70,000,000 Fiscal year ended closest to March 31, 2008 $ 60,000,000 $ 70,000,000 Fiscal year ended closest to March 31, 2009 $ 60,000,000 $ 70,000,000 Fiscal year ended closest to March 31, 2010 $ 350,000,000 December 60,000,000 $ 70,000,000 Fiscal year ended closest to March 31, 2011 $ 350,000,000 December 31, 2012 60,000,000 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,00070,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in during any Fiscal Year fiscal year of Holdings commencing after the fiscal year of Holdings ended March 31, 2004 (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.11(b) may be carried forward to any Fiscal Year of Holdings subsequent fiscal year thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such fiscal year as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount pursuant to this clause (b)). (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.11(a)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only Sales to the extent that such Net Sale Proceeds proceeds are not otherwise required to be applied to repay Second-Lien Loans pursuant to Section 4.02(c) and/or as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)of loans and/or commitments under the First-Lien Credit Agreement. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.11(a)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 days one year (or, to the extent permitted by Section 4.02(f), 18 months) following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied to repay Second-Lien Loans pursuant to Section 4.02(f) and/or as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)of loans and/or commitments under the First-Lien Credit Agreement. (e) In addition to the foregoing, the Borrower and its the Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b9.11(a)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.14. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the Expenditures at any time in an aggregate amount of equal to the Excess Proceeds Amount at such time (which Capital Expenditures made pursuant to this clause (f) shall will not exceed the limitations set forth below:be included in any determination under Section 9.11(a)).

Capital Expenditures. (a) Holdings will not, and MDC Partners will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not by the Restricted Parties in respect of the Marketing Communications Business and the Secure Products Business to exceed in the following respective amounts with respect to such business for any Fiscal Year of Holdings fiscal year ending on the dates set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 2004 10,000,000 8,000,000 December 31, 2011 $ 350,000,000 2005 10,000,000 3,500,000 December 31, 2012 $ 350,000,000 2006 25,000,000 3,500,000 December 31, 2013 $ 350,000,000 2007 10,000,000 3,500,000 If the aggregate amount of Capital Expenditures with respect to any such business for any period set forth in the schedule above shall be less than the amount with respect to such business set forth opposite such period in the schedule above, then 100% of such shortfall shall be added to the amount of Capital Expenditures with respect to such business permitted for the immediately succeeding (but not any other) period and, for purposes hereof, the amount of Capital Expenditures made during any period shall be deemed to have been made first from the permitted amount for such period set forth in the schedule above and last from the amount of any carryover from any previous period. Notwithstanding the preceding sentence, if the aggregate amount of Capital Expenditures with respect to the Marketing Communications Business for the fiscal year ending on December 31, 2014 $ 350,000,000 December 312006 shall exceed $10,000,000, 2015 $ 350,000,000 (b) In addition then no such shortfall shall be added to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings for the immediately succeeding period. If during any fiscal year specified in the table above (commencing with the fiscal year ending December 31, 2005) any Restricted Party shall consummate an acquisition of more than 50% of the Capital Stock of a Person principally and its Subsidiaries pursuant to clause (a) above directly engaged in any Fiscal Year of Holdings (before giving effect to any increase in such the Marketing Communications Business, the permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made for “Marketing Communications” specified in such table for the current fiscal year and each successive fiscal year shall be increased by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50an amount equal to 10% of the applicable permitted scheduled Capital Expenditure amount “EBITDA” of such Person (calculated on the same basis as set forth in the definition of “EBITDA”) for the most recently completed fiscal year of such clause Person (a) above, may which amount shall be carried forward determined in good faith by MDC Partners and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition certified to the foregoingAdministrative Agent, based upon the Borrower and its Subsidiaries may make additional Capital Expenditures audited financial statements (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Saleor, but only to the extent that such Net Sale Proceeds audited financial statements are not otherwise required available, unaudited financial statements) of such Person for such fiscal year as furnished with such certification to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(dthe Administrative Agent). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:”

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Effective Date through and including December 31, 2006, the US Borrower and any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $55,000,000 and (ii) during any fiscal year set forth in the table below, the US Borrower and any of its Subsidiaries may make Capital Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings fiscal year set forth below the sum of (A) the amount set forth opposite such fiscal year below plus (B) for each Acquired Business acquired after the Effective Date and prior to the first day of the respective fiscal year set forth below, 25% of the Acquired EBITDA of such Acquired Business for the trailing twelve months of such Acquired Business immediately preceding its acquisition for which financial statements for such Acquired Business have been made available to the US Borrower and the Lenders plus (C) for each Acquired Business acquired during the respective fiscal year, the amount for such Acquired Business specified in preceding clause (B) multiplied by a percentage, the numerator of which is the number of days in the fiscal year after the date of the respective acquisition and the denominator of which is 365 or 366, as the case may be: Fiscal Year below: Ending Amount December 31, 2007 $ 55,000,000 December 31, 2008 $ 60,000,000 December 31, 2009 $ 40,000,000 December 31, 2010 $ 350,000,000 40,000,000 December 31, 2011 $ 350,000,000 40,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 40,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the US Borrower and any of its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year set forth in the table above (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the US Borrower and any of its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess (the “Rollover Amount”) may be carried forward and (y) utilized to make Capital Expenditures in succeeding fiscal years; provided that in no event shall the Rollover Amount available to be utilized in any succeeding fiscal year exceed 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe fiscal year by reference to which the Rollover Amount was determined. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (w) during any Fiscal Year the fiscal year (taken as one accounting period) ending on or about December 31, 2002, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $11,000,000, (x) during the fiscal year (taken as one accounting period) ending on or about December 31, 2003 the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $12,000,000, (y) during the fiscal year (taken as one accounting period) ending on or about December 31, 2004 the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $10,000,000 provided that the aggregate amount of Holdings set forth below the Capital Expenditures made during the fiscal years ending on or about December 31, 2003 and December 31, 2004 shall not exceed $22,000,000 and (z) during each fiscal year thereafter (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the in an aggregate amount of all such not to exceed $12,000,000 provided that Consolidated EBITDA for the prior fiscal year (taken as one accounting period) is greater than or equal to $60,000,000, otherwise the Borrower and its Subsidiaries may make Capital Expenditures does in an aggregate amount not to exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000$10,000,000. (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year (after giving effect to the proviso thereto, but before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and in an amount not to exceed $5,000,000 (ythe "Rollover Amount") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullnext fiscal year. (c) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only asset sales to the extent that such Net Sale Proceeds proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Loans pursuant to Section 5.02(d4.02(f). (d) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount of Net Cash Proceeds insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds Capital Expenditures are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds proceeds were paid within 540 360 days following the date of the receipt of such Net Cash Proceeds from such Recovery Event, but only insurance proceeds to the extent that such Net Cash Proceeds insurance proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Loans pursuant to Section 5.02(d4.02(h). (e) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures constituting Permitted Acquisitions (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate). (f) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that Expenditures at any time (1which Capital Expenditures will not be included in any determination under the foregoing clause (a)) no Event with proceeds received from the sale of Default shall have occurred and be continuing or would result therefrom and (2) common equity so long as at the time of the making of any such Capital Expenditure, the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall be expended in connection therewith does not exceed the limitations set forth below:Equity Proceeds Amount at such time.

Capital Expenditures. (a) Holdings No Borrower will, nor will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings Exide U.S. set forth below (taken as one accounting period), Holdings Exide U.S. and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth below opposite such Fiscal Year below: December 31, Fiscal Year Amount Fiscal Year 2008 $ 100,000,000 Fiscal Year 2009 $ 100,000,000 Fiscal Year 2010 $ 350,000,000 December 31, 100,000,000 Fiscal Year 2011 $ 350,000,000 December 31, 100,000,000 Fiscal Year 2012 $ 350,000,000 December 31, 100,000,000 Fiscal Year 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 100,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings Exide U.S. and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings Exide U.S. (beginning with Fiscal Year 2008) (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower Exide U.S. and its Subsidiaries during such Fiscal YearYear (but excluding Capital Expenditures made pursuant to following clauses (c), (d), (e) and (f)), the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above$25,000,000, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b9.09(b) may be carried forward to any subsequent Fiscal Year of Holdings Exide U.S. thereafter and (y) no such amounts carried forward into a subsequent Fiscal Year may only be used until all utilized after Exide U.S. and its Subsidiaries have utilized in full the permitted Capital Expenditures permitted pursuant to Expenditure amount for such period as set forth in the table in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:b)).

Capital Expenditures. (a) Holdings will not, and The Parent Guarantor will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not by the Parent Guarantor and its Included Subsidiaries to exceed in the following respective amounts for the following respective periods: Period Amount 2009 Fiscal Year $17,500,000 2010 and 2011 Fiscal Year $10,000,000 2012 Fiscal Year and each Fiscal $20,000,000 Year thereafter Notwithstanding the foregoing, (i) if the aggregate amount of Capital Expenditures for any Fiscal Year of Holdings set forth below shall be less than the amount set forth opposite permitted by the table above to be made in such Fiscal Year below: December 31Year, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition then 50% of the shortfall shall be added to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause for the immediately succeeding (abut not any other) above in any Fiscal Year (hereinafter, a “Carry-forward”) (provided that no Carry-forward shall be permitted from the 2009 Fiscal Year to the 2010 Fiscal Year); (ii) if, as of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount Test Period ending on the last day of Capital Expenditures actually made by the Borrower and its Subsidiaries during such 2010 Fiscal Year, the lesser of (x) such excess the Consolidated Leverage Ratio does not exceed 3.25 to 1.00 and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) aboveLiquidity is at least $10,000,000, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause permitted for such Fiscal Year shall be increased by $3,000,000; and (fiii) shall if, as of the Test Period ending on the last day of the 2011 Fiscal Year, (x) the Consolidated Leverage Ratio does not exceed 2.50 to 1.00 and (y) Liquidity is at least $10,000,000, the limitations set forth below:aggregate amount of Capital Expenditures permitted for such Fiscal Year shall be increased by $5,000,000. For purposes of the foregoing, the amount of Capital Expenditures made during any Fiscal Year shall be deemed to have been made first from the amount permitted by the table above to be made in such Fiscal Year, next from any increased amount referred to in clauses (ii) and (iii) above and last from any Carry-forward.”

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings fiscal year set forth below (taken as one accounting period)below, Holdings the Borrower and its Subsidiaries may make Capital Expenditures Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings fiscal year set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending Amount ------------------ ------ December 31, 2010 $ 350,000,000 1999 $135,000,000 December 31, 2011 $ 350,000,000 2000 $135,000,000 December 31, 2012 $ 350,000,000 2001 $140,000,000 December 31, 2013 $ 350,000,000 2002 $145,000,000 December 31, 2014 $ 350,000,000 2003 $150,000,000 December 31, 2015 $ 350,000,0002004 $155,000,000 December 31, 2005 $160,000,000 December 31, 2006 $160,000,000 December 31, 2007 $160,000,000 December 31, 2008 $160,000,000 (b) In addition to Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings fiscal year (before giving effect to any increase in such permitted Capital Expenditure expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (ythe "ROLLOVER AMOUNT") 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years of the immediately succeeding Fiscal Year, provided Borrower; PROVIDED that (x) in no amounts once carried forward event shall the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 9.07(a) and this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullexceed $250,000,000. (c) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with the amount of Net Asset Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Asset Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Term Loans pursuant to Section 5.02(d)4.02(g) and such proceeds are reinvested as required by said Section. (d) In addition to Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) with consisting of the amount reinvestment of Net Cash Insurance/Condemnation Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay Term Loans pursuant to Section 5.02(d4.02(h). (e) In addition to Notwithstanding the foregoing, (x) the Borrower and its Wholly-Owned Domestic Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or the foregoing clause (ba)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii9.02(xiii) and (y) on or prior each date during a fiscal year in which the Available Permitted Acquisition Basket Amount is utilized to the first anniversary of the Effective Date, Capital Expenditures make a Permitted Acquisition pursuant to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoingSection 8.13(iv)(y), the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default amount so utilized shall have occurred and be continuing or would result therefrom and (2) applied on a dollar for dollar basis to reduce the aggregate amount of Capital Expenditures made pursuant to this clause (fpermitted under Section 9.07(a) shall not exceed for the limitations set forth below:fiscal year in which such date occurs.

Capital Expenditures. (a) Holdings will not, and the Borrower will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made by Holdings and its Restricted Subsidiaries to exceed in any fiscal year the amount (such yearly amount, the “Base Amount”) equal to the greater of (a) the amount set forth in the table below opposite such fiscal year and (b) 10% of the consolidated revenues of Holdings and its Restricted Subsidiaries for such fiscal year: Fiscal Year Ending Maximum Capital Expenditures December 31, 2013 $ 31,000,000 December 31, 2014 $ 34,000,000 December 31, 2015 $ 36,000,000 December 31, 2016 $ 38,000,000 December 31, 2017 $ 41,000,000 provided that for any period set forth above, (i) the Base Amount set forth above may be increased by a maximum of 100% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (without giving effect to any increase) not spent in the immediately preceding period (the “CapEx Carryforward Amount”), (ii) the Base Amount set forth above may be increased by a maximum of 25% of the Base Amount for the immediately succeeding fiscal year (provided that the Base Amount for such succeeding fiscal year is correspondingly decreased), but only to the extent Holdings elects in writing to add all or any portion of such amount to the Base Amount for the applicable fiscal year (it being understood that the amount so added may be elected and subsequently modified at any time by Holdings in its sole discretion), (iii) additional capital expenditures may be made in any period set forth above from all or any portion of (1) the Net Proceeds to Holdings of any issuance of, or contribution of cash in respect of Qualified Equity Interests, in each case after the Effective Date (other than any such issuance or contribution made pursuant to this clause Section 7.02), that are Not Otherwise Applied and (f2) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied, but only to the extent Holdings elects in writing to add all or any portion of such amounts to the Base Amount for the applicable Fiscal Year (it being understood that the amount so added may be elected and subsequently modified at any time by Holdings in its sole discretion) and (iv) that Capital Expenditures in any period shall not exceed be deemed first made from the limitations Base Amount applicable to such period prior to the application of any increase pursuant to the foregoing. With respect to any fiscal year of Holdings during which a Permitted Acquisition is consummated and for each fiscal year of Holdings subsequent thereto, the Base Amount applicable to such fiscal year shall be increased by an amount equal to 15% of the net revenue of the acquired entity for the most recent fiscal year of such entity ended prior to the date of such Permitted Acquisition (as set forth below:in the audited financial statements of such entity for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such entity delivered to Holdings by such entity or the seller thereof in connection with such Permitted Acquisition) (the amount of such increase, the “Acquired Base Amount”); provided, further, that, with respect to the fiscal year of Holdings during which any such Permitted Acquisition occurs, the Base Amount applicable to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Base Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year of Holdings and the denominator of which is 365. Notwithstanding anything set forth in this Section, expenditures in connection with the build out of the manufacturing facility located in Montbonnot, France will not constitute Capital Expenditures for the purposes of this Section 6.13.

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make Make any Capital ExpendituresExpenditure except for Capital Expenditures not exceeding, except that in the aggregate for the Borrowers and their Restricted Subsidiaries during any Fiscal Year (i) the period commencing on the Closing Date and ending on the last day of Holdings the fiscal year ending in 2005, $200,000,000 and (ii) the fiscal year ending during each year set forth below (taken as one accounting period)below, Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year belowyear: December 31, YEAR AMOUNT ---- ------------ 2006 $210,000,000 2007 $220,000,000 2008 $230,000,000 2009 $240,000,000 2010 $ 350,000,000 December 31, $250,000,000 2011 $ 350,000,000 December 31, $250,000,000 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000$250,000,000 (b) In addition Notwithstanding anything to the foregoingcontrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Restricted Companies in any fiscal year pursuant to Section 7.17(a) is less than the amount set forth for such fiscal year, the amount of such difference (the "ROLLOVER AMOUNT") may be carried forward and used to make Capital Expenditures in either of the two immediately succeeding fiscal years, (ii) if the aggregate amount of Capital Expenditures made by the Restricted Companies in any fiscal year (in this clause (b), the "CURRENT FISCAL YEAR") is greater than the amount permitted for such fiscal year pursuant to clause (a) above and clause (i) of this clause (b), an amount of up to 50% of the amount otherwise available for Capital Expenditures in the event that immediately succeeding fiscal year pursuant to clause (a) may be reallocated to such current fiscal year by notice thereof in the Compliance Certificate delivered for such current fiscal year, identifying such amount carried back as the "CAPEX CARRYBACK AMOUNT" and showing the calculation thereof in demonstrating compliance with this Section 7.17, and (A) the amount of Capital Expenditures permitted to be made in such current fiscal year shall be increased by Holdings such CapEx Carryback Amount and its Subsidiaries (B) the amount of Capital Expenditures otherwise permitted to be made in the immediately succeeding fiscal year pursuant to clause (a) above in shall be reduced by an equal amount; provided that if such reallocation is made during any Fiscal Year of Holdings current fiscal year, no such reallocation may be made during the immediately succeeding fiscal year and (before giving effect iii) for any fiscal year during which a Permitted Acquisition is consummated and for each fiscal year thereafter, the amount available for Capital Expenditures otherwise permitted shall increased by an amount equal to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during acquired Person or business for the 36-month period immediately preceding such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received Permitted Acquisition divided by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures3; provided that (A) for the fiscal year in which such Permitted Acquisition occurs, such increased amount shall be multiplied by a fraction equal to (1) no Event the number of Default shall have occurred and be continuing or would result therefrom and days remaining in such fiscal year after the closing of the Permitted Acquisition divided by (2) 365 and (B) for the aggregate first full fiscal year after the closing of such Permitted Acquisition, such increased amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:be multiplied by 125%.

Capital Expenditures. (a) Holdings The Borrower will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from January 1, 2001 through and including December 31, 2001, the Borrower and its Subsidiaries (including, for periods prior to the Initial Borrowing Date, the Target and its Subsidiaries) may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $40,000,000, and (ii) during any Fiscal Year fiscal year of Holdings the Borrower set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: Ending On Amount ---------------------- ----------- December 31, 2010 $ 350,000,000 2002 $40,000,000 December 31, 2011 $ 350,000,000 2003 $37,500,000 December 31, 2012 $ 350,000,000 2004 $37,500,000 December 31, 2013 $ 350,000,000 2005 $37,500,000 December 31, 2014 $ 350,000,000 2006 $37,500,000 December 31, 2015 $ 350,000,0002007 $37,500,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings the Borrower (or during the period set forth in clause (a)(i) above) (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Yearfiscal year (or such period, as the case may be), the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, above may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year, provided that (x) no amounts -------- once carried forward pursuant to this Section 11.10(b9.07(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe Borrower thereafter. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 360 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d4.02(e). (d) In addition to the foregoing, the Borrower and or any of its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds were paid within 540 360 days following the date of receipt of such Net Cash Insurance Proceeds from such Recovery Event, but only to the extent that such Net Cash Insurance Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d4.02(g). (e) In addition to the foregoing, the Borrower and its Wholly-Owned Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate8.14. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, not and will not -------------------- permit any of its Subsidiaries to, make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles and including Capitalized Lease Obligations) (collectively, "Capital Expenditures"), except that (x) during any Fiscal Year of Holdings set forth below the period (taken as one accounting period)) commencing on November 1, Holdings 1997 and ending on December 31, 1997 the Borrower and its Subsidiaries may make Capital Expenditures (other than in connection with Permitted Acquisitions) so long as the aggregate amount of all such Capital Expenditures thereof does not exceed the greater of (x) the amount permitted pursuant to the Securities Purchase Agreement and (y) $1,000,000 during such period and (y) during any calendar year thereafter the Borrower and its Subsidiaries may make Capital Expenditures (other than in any Fiscal Year connection with Permitted Acquisitions) so long as the aggregate amount thereof does not exceed the greater of Holdings set forth below (x) the amount permitted pursuant to the Securities Purchase Agreement and (y) the amount set forth opposite such fiscal year below, such amounts set forth below will be adjusted upward by $25,000 for each physician employed directly or indirectly by any company acquired pursuant to each Permitted Acquisition; provided that 80% of the allowable Capital Expenditures not spent in 1997 may be -------- carried over into 1998. Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000Amount ----------- ------ 1998 $5,000,000 1999 5,000,000 2000 5,000,000 2001 5,000,000 2002 5,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion 8.15 in an aggregate amount not to exceed $95,000,000 in the aggregateamounts permitted thereby. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, Make or become legally obligated to make any Capital Expenditurescapital expenditure (excluding normal replacements and maintenance which are properly charged to current operations), except that during any Fiscal Year for capital expenditures in the ordinary course of Holdings set forth below (taken as one accounting period)business not exceeding, Holdings in the aggregate for the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings during each fiscal year set forth below below, the amount set forth opposite such Fiscal Year belowfiscal year: December 31provided, 2010 $ 350,000,000 December 31however, 2011 $ 350,000,000 December 31that so long as no Event of Default has occurred and is continuing or would result from such capital expenditure, 2012 $ 350,000,000 December 31any portion of any amount set forth above, 2013 $ 350,000,000 December 31if not expended in the fiscal year for which it is permitted above, 2014 $ 350,000,000 December 31may be carried over for expenditure in successive fiscal years; provided further, 2015 $ 350,000,000 that this Section 7.12 shall not apply to any such capital expenditure if, at the time of and on a pro forma basis immediately after the making of such capital expenditure, (i) no Event of Default has occurred and is continuing or would immediately result from such capital expenditure, (ii) the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) In addition and immediately prior to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before after giving effect to any increase in such permitted Capital Expenditure amount pursuant capital expenditure, and (iii) the aggregate cash expended with respect to such capital expenditure, taken together with all other capital expenditures consummated during the term of this Agreement, shall not exceed the amounts set forth above the for the respective periods; provided, however, that the foregoing limitation of this clause (b)iii) is greater than shall not apply with respect to any such capital expenditure so long as, at the amount time of Capital Expenditures actually made by and on a pro forma basis immediately prior and after giving effect thereto, (x) the Borrower and its Subsidiaries during such Fiscal Yearshall have cash and Cash Equivalents in Controlled Accounts, the lesser taken together with availability under Section 2.01 of this Agreement, of not less than Fifty Million Dollars (x) such excess $50,000,000); and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures shall have trailing twelve (which Capital Expenditures will 12) month Consolidated Adjusted EBITDA of not be included in any determination under Section 11.10(a) or less than Twenty Million Dollars (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d$20,000,000). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings Each of the General Partner and the Borrower will not, and the General Partner will not permit any of its Subsidiaries to, make any expenditure which should be capitalized in accordance with United States generally accepted accounting principles, including all such expenditures with respect to fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with United States generally accepted accounting principles) and including Capitalized Lease Obligations (collectively, "Capital Expenditures"), except that (x) during any Fiscal Year of Holdings set forth below (taken as one accounting period)the period commencing on the Restatement Effective Date and ending on December 31, Holdings 1994, the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures thereof does not exceed in $125,000 during such period and (y) during any Fiscal Year of Holdings set forth below fiscal year beginning thereafter the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount thereof does not exceed during any fiscal year the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 fiscal year below (subject to the adjustments provided in clause (b) In addition below): Fiscal Year Beginning January 1 Amount ----------- -------- 1995 $425,000 1996 $475,000 1997 $525,000 1998 $575,000 1999 $625,000 (i) The amount set forth in clause (a) of this Section 9.08 with respect to each fiscal year commencing on or after January 1, 1995 may be increased to an amount equal to 5% of the Consolidated EBITDA for the prior fiscal year (but in no event to an amount exceeding $1,000,000), provided that the Borrower shall have complied with Section 9.09 with respect to such prior year and (ii) to the foregoing, in the event extent that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, any fiscal year is less than the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth provided in such clause clauses (a) aboveand (b)(i) of this Section 9.08, such amount may be carried forward and utilized used to make Capital Expenditures in excess of the immediately amount otherwise permitted for the succeeding Fiscal Yearfiscal year, provided that (x) no amounts amount once carried forward pursuant to this Section 11.10(b) the next fiscal year may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullfiscal year thereafter. (c) In addition to the foregoingamounts set forth in clauses (a) and (b) of this Section 9.08, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount up to $3,000,000 of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)MIS Acquisitions. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings Parent will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures in any fiscal year (taken as one accounting period) so long as the aggregate amount of all such Capital Expenditures made during such fiscal year does not exceed in 4.5% of Parent's gross revenue for the immediately preceding fiscal year determined on a Pro Forma Basis after giving effect to any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000acquisitions and dispositions permitted by this Agreement. (b) In addition Notwithstanding anything to the foregoing, contrary contained in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect above, to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of extent that the Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as in any period set forth in such clause (a) aboveabove are less than the amount permitted to be made in such period (without giving effect to any additional amount available as a result of this clause (b) or clause (c) below), the amount of such difference may be carried forward and utilized used to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe Borrower. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower and its Subsidiaries may make additional Capital Expenditures consisting of (which Capital Expenditures will not be included in any determination under Section 11.10(ai) or (b)) with the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are asset sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Loans pursuant to Section 5.02(d). 4.02(j) and (dii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of insurance proceeds from Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay Loans pursuant to Section 5.02(d4.02(j). (e) In addition , provided that in each case any proceeds that are so used to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (fc) shall not exceed are, to the limitations extent required by Section 4.02(j), used within the period of time as is set forth below:in such Section 4.02 (j).

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings fiscal period set forth below (taken as one accounting period), Holdings ) the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures made under this Section 9.07(a) does not exceed in any Fiscal Year of Holdings period set forth below the amount set forth opposite such period below: PERIOD AMOUNT ------ ------ Initial Borrowing Date to $10,000,000 and including the last day of the Fiscal Year below: ending December 31, 2010 $ 350,000,000 1998 Fiscal Year ending $10,000,000 December 31, 2011 $ 350,000,000 1999 Fiscal Year ending $11,000,000 December 31, 2012 $ 350,000,000 2000 Fiscal Year ending $12,000,000 December 31, 2013 $ 350,000,000 2001 Fiscal Year ending $13,000,000 December 31, 2014 $ 350,000,000 2002 Fiscal Year ending $14,000,000 December 31, 2015 $ 350,000,0002003 Fiscal Year ending $15,000,000 December 31, 2004 Fiscal Year ending $15,000,000 December 31, 2005 January 1, 2006 to and $15,000,000 including the C Term Maturity Date (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to preceding clause (a) above in any Fiscal Year of Holdings (before giving effect above, to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of extent that the Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as in any period set forth in such clause (a) aboveabove are less than the amount permitted to be made in such period (without giving effect to any additional amount available as a result of this clause (b) or clauses (c) or (d) below), the amount of such difference may be carried forward and utilized used to make Capital Expenditures in the immediately two succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year fiscal years of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in fullthe Borrower. (c) In addition to the foregoingCapital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower and its Subsidiaries may make additional Capital Expenditures consisting of (which Capital Expenditures will not be included in any determination under Section 11.10(ai) or (b)) with the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are Sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d). 4.02(A)(g) as a result of the proviso contained therein, (dii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to repay the Loans pursuant to Section 5.02(d4.02(A)(i). , (eiii) In addition the reinvestment of the amounts of Excess Cash Flow (x) not required to be applied to repay the foregoingLoans pursuant to Section 4.02(A)(h), the Borrower and its Subsidiaries may (y) not used to make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under acquisition pursuant to Section 11.10(a9.02(xiv) or (b)z) (x) not used to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made investments pursuant to this clause (f) shall not exceed the limitations set forth below:Section 9.05(ix).

Capital Expenditures. (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital ExpendituresExpenditures except in accordance with this Section 9.07. (b) Notwithstanding anything to the contrary contained in clause (a) above, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures made under this Section 9.07(b) does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year: Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000Amount ----------- ------- 1996 $4,500,000 1997 $4,750,000 1998 $6,600,000 1999 $5,500,000 2000 $5,800,000 2001 $6,100,000 2002 $6,400,000 2003 $6,700,000 2004 $1,750,000 (c) Notwithstanding anything to the contrary contained in clauses (a) or (b) In addition above, to the foregoing, in the event extent that the aggregate amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (ab) above (excluding only those Capital Expenditures made pursuant to clause (d) below) in any Fiscal Year of Holdings (before giving effect to any increase is less than the amount set forth above in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than with respect to such Fiscal Year, up to 50% of the amount of Capital Expenditures actually made such difference may be carried forward and used by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that . (xd) no amounts once carried forward pursuant In addition to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all the Capital Expenditures permitted pursuant to clause preceding clauses (ab) above for such subsequent Fiscal Year are first used in full. and (c) In addition to the foregoing), the Borrower and its Subsidiaries may make additional Capital Expenditures as follows: (which i) Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with consisting of the amount reinvestment of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are asset sales not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d). 4.02(b) as a result of (dA) In addition clause (ii) of the first parenthetical phrase contained therein and (B) the acquisition of Reinvestment Assets pursuant to the foregoingproviso thereto, (ii) the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will reinvestment of proceeds of Recovery Events not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction to prepay the Loans pursuant to Section 5.02(d4.02(c). , and (eiii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate constituting Permitted Acquisitions and the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregateAcquisition. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and The Borrower will not permit any Capital Expenditures to be made during each of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year of Holdings the periods set forth below (taken as one accounting period)below, Holdings and its Subsidiaries may make Capital Expenditures so long as to be in excess of the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the maximum amount set forth opposite such Fiscal Year below: Maximum Amount of Period Capital Expenditures ------ -------------------- Five Succeeding Fiscal Quarters $ 175,000,000 ending December 31, 2010 2001 Year Beginning on January 1, 2002 $ 350,000,000 December 31115,000,000 Year Beginning on January 1, 2011 2003 $ 350,000,000 December 31135,000,000 Year Beginning on January 1, 2012 2004 $ 350,000,000 December 31125,000,000 ; provided, 2013 $ 350,000,000 December 31however, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000that, (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition attributable to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received purchase by the Borrower or any the Guarantor of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following property being, at the date time of such Asset Salepurchase, but only leased to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any the Guarantor under an operating lease shall be excluded from all of its Subsidiaries from any Recovery Event so long as the foregoing limitations if the consideration for such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following purchase is not more than the date of receipt Fair Market Value of such Net Cash Proceeds from property and the aggregate consideration for all such Recovery Eventpurchases does not exceed one hundred million Dollars ($100,000,000); provided, but only further, that Capital Expenditures attributable to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion EG Line financing arrangement in an aggregate amount not to exceed forty-three million Dollars ($95,000,000 43,000,000) shall be excluded from all of the foregoing limitations, as long as such Capital Expenditures shall be financed through the EG Lease Agreement or a replacement financing arrangement with the EG Line Subsidiary in an aggregate amount not to exceed forty-three million Dollars ($43,000,000) (collectively, the "EG Line Financing") on terms at least as favorable to the EG Line Subsidiary on an annual cash basis as those of the EG Lease Agreement were to the Borrower, and shall comply with the terms of the Indenture; (b) to the extent that actual Capital Expenditures for any Year shall be less than the maximum amount set forth in the aggregate.chart above for such Year, the difference between such stated maximum amount and such actual Capital Expenditures up to seventy-five percent (75%) such stated maximum amount shall increase the maximum permissible Capital Expenditures that would have otherwise been authorized hereunder in the next succeeding Year (and in such succeeding Year, the Capital Expenditures actually made shall be applied first to reduce the carryover permitted by this proviso); and Amendment No. 3 to Credit Agreement National Steel Corporation Citicorp USA, Inc. (fc) In addition commencing in the Year 2002, the amount of maximum permissible Capital Expenditures in any Year as set forth in the chart above shall be increased by an amount equal to the foregoingdifference between (i) two-thirds (2/3rd) of the excess, if any, of (A) the sum of the EBITDA of the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that in all previous Years commencing in the Year 2000 (1as calculated from the audited Financial Statements for such previous Years) no Event over (B) the sum of Default shall have occurred and be continuing or would result therefrom the EBITDA of the Borrower reflected in the Projections delivered to the Lenders on September 30, 1999 (without considering any updates thereto) for all such previous Years and (2ii) the aggregate amount of all Capital Expenditures made pursuant to this clause proviso. (f4) shall not exceed A new Section 5.4 (Borrowing Base) is added to the limitations set forth belowCredit Agreement immediately after Section 5.3 (Capital Expenditures) thereof to read in its entirety as follows:

Capital Expenditures. (a) Holdings The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures, except that during any Fiscal Year of Holdings set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as that would cause the aggregate amount of all such Capital Expenditures does not exceed made by the Borrower and the Restricted Subsidiaries in any Fiscal Year fiscal year of Holdings the Borrower set forth below to exceed the greater of (a) the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 below under column A and (b) In addition the amount equal to the foregoingConsolidated Net Sales for such fiscal year multiplied by the number set forth below under column B opposite such fiscal year: Fiscal Year A B ----------- - - 1998 $35,000,000 0.06 1999 45,000,000 0.07 2000 45,000,000 0.07 2001 45,000,000 0.07 2002 45,000,000 0.07 2003 45,000,000 0.07 2004 45,000,000 0.07 2005 45,000,000 0.07 2006 45,000,000 0.07 2007 45,000,000 0.07 To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the maximum amount permitted to be made for such fiscal year, 75% of such unused amount (each such amount, a "CARRY-FORWARD AMOUNT") may be carried forward to the immediately succeeding fiscal year and utilized to make such Capital Expenditures in such succeeding fiscal year in the event that the amount set forth above for such succeeding fiscal year has been used (it being understood and agreed that (a) no carry-forward amount may be carried forward beyond the first two fiscal years immediately succeeding the fiscal year in which it arose, (b) no portion of the carry-forward amount available for any fiscal year may be used until the entire amount of such Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause in such fiscal year (a) above in any Fiscal Year of Holdings (before without giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)carry--forward amount) is greater than the amount of Capital Expenditures actually shall be made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (yc) 50% if the carry-forward amount available for any fiscal year is the sum of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward into a subsequent Fiscal Year from each of the two immediately preceding fiscal years, no portion of such carry-forward amount from the earlier of the two immediately preceding fiscal years may be used until all Capital Expenditures permitted pursuant to clause (a) above the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year shall have been used for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:in such fiscal year).

Capital Expenditures. (a) Holdings will not, The Credit Parties and will their Subsidiaries shall not permit any of its Subsidiaries to, make any or commit to make Capital Expenditures, except that during Expenditures for any Fiscal Year (including, in the case of Holdings the Fiscal Year ending December 31, 2011, with respect to the period prior to the Closing Date) set forth below (taken as one accounting period), Holdings and its Subsidiaries may make Capital Expenditures so long as the aggregate amount in excess of all such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite in the table below with respect to such Fiscal Year belowYear: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 18,750,000 December 31, 2012 $ 350,000,000 12,125,000 December 31, 2013 $ 350,000,000 12,125,000 December 31, 2014 $ 350,000,000 12,125,000 December 31, 2015 $ 350,000,0005,400,000 December 31, 2016 $ 3,500,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) and without giving effect to clauses (c) through (e) below) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser seventy-five (75%) of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(bsubsection 6.1(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no such amounts carried forward into a subsequent may only be utilized after the Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditure amount for such Fiscal Year may be used until all Capital Expenditures permitted pursuant to as set forth in clause (a) above for (without giving effect to any increase in such subsequent Fiscal Year are first used in fullamount pursuant to this clause (b)). (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(asubsection 6.1(a) or (b)) with the amount of Net Sale Issuance Proceeds received by Holdings (and contributed to the Borrower Borrower) from issuances of its Stock or Stock Equivalents permitted hereunder after the Closing Date (other than issuances to officers, directors, employees and consultants of Holdings or any of its Subsidiaries from any Asset Sale so long as Subsidiaries) and designated for Capital Expenditures for such Net Sale Proceeds are reinvested within 540 days following period in a written notice to Agent at the date time of receipt by Holdings of such Asset Salenet cash proceeds (but, but only to the extent that such Net Sale Proceeds in any event, excluding (i) Specified Equity Contributions which are not otherwise required to be applied as provided in Section 7.4 and (ii) Net Issuance Proceeds which are used to make an Investment permitted by subsection 5.4(r) or a mandatory repayment and/or commitment reduction pursuant to Section 5.02(dPermitted Acquisition). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(asubsection 6.1(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower Holdings or any of its Subsidiaries from any Recovery Disposition or Event of Loss so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid reinvested within 540 three hundred sixty-five (365) days following the date of receipt such Disposition or Event of such Net Cash Proceeds from such Recovery EventLoans, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(dsubsection 1.7(b). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(asubsection 6.1(a) or (b)) (x) to consummate the Terra Acquisition or constituting Permitted Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregatethis Agreement. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth below:

Capital Expenditures. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Closing Date through and including December 31, 2010, the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $45,000,000, and (ii) during any Fiscal Year fiscal year of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings set forth below the amount set forth opposite such fiscal year below: Fiscal Year below: December 31, 2010 $ 350,000,000 Ending Amount December 31, 2011 $ 350,000,000 115,000,000 December 31, 2012 $ 350,000,000 125,000,000 December 31, 2013 and thereafter $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000150,000,000 (b) In addition to the foregoingCapital Expenditures permitted pursuant to the preceding clause (a) of this Section 7.10, (i) in the event that the amount of Capital Expenditures permitted to be made by Holdings the Borrower and its Restricted Subsidiaries pursuant to clause (a) above in any Fiscal Year fiscal year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Restricted Subsidiaries during such Fiscal Yearfiscal year, such unused excess amount (the lesser of (x“Rollover Amount”) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Yearfiscal year of Holdings, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b7.10(b) may be carried forward to any Fiscal Year fiscal year of Holdings thereafter thereafter, and provided, further, that Capital Expenditures made during any fiscal year of Holdings shall be first deemed made in respect of the scheduled amount permitted for such fiscal year and then deemed made in respect of the Rollover Amount and (yii) no amounts carried forward into for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(b) (including as a subsequent Fiscal Year result of the application of clause (i) of this clause (b)) may be used until all increased by an amount not to exceed 25% of the scheduled amount permitted for the next succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used be made in fullthe immediately succeeding fiscal year. (c) In addition to Notwithstanding the foregoing, following the Borrower and its Subsidiaries may make additional closing of any Permitted Acquisition or any other Investment consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets of a Person permitted hereunder, the amounts set forth in clause (a) of this Section 7.10 shall be automatically increased by an amount equal to the lesser of (i) the average historical Capital Expenditures made with respect to the respective acquired business for the last three fiscal years applicable to such acquired business (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date shorter period of such Asset Sale, but only acquired business that existed) ending prior to such Permitted Acquisition or other Investment and (ii) 5.0% of the extent that revenues applicable to such Net Sale Proceeds acquired business for the twelve month period most recently ended for which financial statements are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d)available. (d) In addition to the foregoingCapital Expenditures permitted pursuant to the preceding clauses (a), (b) and (c) of this Section 7.10, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in at any determination under Section 11.10(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion time in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to portion, if any, of the foregoing, Cumulative Credit on the date of such Capital Expenditure that the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event elects to apply to this Section 7.10(d), such election to be specified a written notice of Default shall have occurred and be continuing or would result therefrom and (2) a Responsible Officer of the aggregate Borrower calculating in reasonable detail the amount of Capital Expenditures made pursuant Cumulative Credit immediately prior to this clause (f) shall not exceed such election and the limitations set forth below:amount thereof elected to be so applied.

Capital Expenditures. (a) Holdings 21.23.1 Prior to the Cash Collateral Discharge Date, the Parent will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that during any Fiscal Year fiscal year of Holdings the Parent set forth below (taken as one accounting period), Holdings the Parent and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any Fiscal Year fiscal year of Holdings the Parent set forth below the amount set forth opposite such Fiscal Year fiscal year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 224,014,928 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000175,000,000 (b) 21.23.2 In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings the Parent and its Subsidiaries pursuant to clause (a) Clause 21.23.1 above in any Fiscal Year fiscal year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) the Parent is greater than the amount of Capital Expenditures actually made by the Borrower Parent and its Subsidiaries during such Fiscal Yearfiscal year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized utilised to make Capital Expenditures in the immediately succeeding Fiscal Year, fiscal year (with any such carried forward amounts being deemed utilised first for the purposes of determining utilisation of the amount of Capital Expenditures permitted under Clause 21.23.1 in such succeeding fiscal year); provided that that: (xA) no amounts once carried forward pursuant to this Section 11.10(b) Clause 21.23.2 may be carried forward to any Fiscal Year fiscal year of Holdings thereafter and the Parent thereafter; (yB) no amounts for the fiscal year of the Parent ending on December 31, 2011, not more than $200,000,000 may be carried forward into a subsequent Fiscal Year to any fiscal year of the Parent thereafter; (C) for any fiscal year of the Parent, the aggregate amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to Clauses 21.23.1 and 21.23.2 may be used until all increased by an amount not to exceed 100% of the scheduled amount permitted for the next succeeding fiscal year (the “CapEx Pull-Forward Amount”); and (D) the actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year Clause 21.23.1 that are first used permitted to be made in fullthe immediately succeeding fiscal year. (c) 21.23.3 In addition to the foregoing, the Borrower Parent and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)Clauses 21.23.1 and 21.23.2) with the amount of Net Sale Proceeds received by the Borrower Parent or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (d) 21.23.4 In addition to the foregoing, the Borrower Parent and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)Clauses 21.23.1 and 21.23.2) with the amount of Net Cash Insurance Proceeds received by the Borrower Parent or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) 21.23.5 In addition to the foregoing, the Borrower Parent and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(aClauses 21.23.1 and 21.23.2) so long as the amount aggregate amount of such Capital Expenditures, when added to the Aggregate Consideration paid in respect of all Permitted Acquisitions consummated pursuant to Clause 21.18 (Consolidation, Merger, Purchase or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements Sale of Section 11.04(viiiAssets, etc.) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures Permitted Business Investments made pursuant to this clause Clause 21.18 (f) shall Consolidation, Merger, Purchase or Sale of Assets, etc.), does not exceed the limitations set forth below:$50,000,000.

Capital Expenditures. (a) Holdings will notThe Borrower shall not make or incur, and will shall not permit any of its Subsidiaries toto make or incur, make any Capital Expenditures, except that during any Fiscal Year Capital Expenditures of Holdings set forth below (taken as one accounting period), Holdings the Borrower and its Subsidiaries may make in an aggregate amount not in excess of $120,000,000 in each fiscal year of the Borrower; and provided that if the aggregate amount of Capital Expenditures made or incurred during such fiscal year of the Borrower is less than the amount (as reduced, if applicable) permitted to be made or incurred pursuant to this clause (f), then the maximum amount for the following fiscal year of the Borrower (but not any subsequent fiscal year of the Borrower) shall be increased by the amount of such difference. The Borrower shall not enter into and shall not permit any of its Subsidiaries to enter into any commitments to build or develop new Restaurants; provided, that the Borrower may, and may permit its Subsidiaries to, complete any new Restaurant that was under development on or before April 26, 2000, and for which the Borrower or any of its Subsidiaries had either commenced construction or had entered into commitments to build such Restaurant, so long as the aggregate amount Capital Expenditures incurred for new Restaurants during the periods in each case commencing on January 31, 2000 shall not exceed in the aggregate (i) $13 million cumulatively through May 22, 2000, (ii) $23 million cumulatively through August 14, 2000, (iii) $30 million cumulatively through November 6, 2000, and (iv) $33 million cumulatively through January 29, 2001. Notwithstanding any other provision of all this subsection 7.1(f), if at any time the Unused Portion of the Revolving Loans shall be less than $20 million, and until such time as such Unused Portion has been restored to at least $20 million, the Borrower shall not make or incur and shall not permit any of its Subsidiaries to make or incur any Capital Expenditures (other than Capital Expenditures otherwise permitted by this subsection 7.1(f) and made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures does not exceed in any Fiscal Year of Holdings set forth below the amount set forth opposite such Fiscal Year below: December 31, 2010 $ 350,000,000 December 31, 2011 $ 350,000,000 December 31, 2012 $ 350,000,000 December 31, 2013 $ 350,000,000 December 31, 2014 $ 350,000,000 December 31, 2015 $ 350,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, the lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above, may be carried forward and utilized to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that (x) no amounts once carried forward pursuant to this Section 11.10(b) may be carried forward to any Fiscal Year of Holdings thereafter and (y) no amounts carried forward entered into a subsequent Fiscal Year may be used until all Capital Expenditures permitted pursuant to clause (a) above for such subsequent Fiscal Year are first used in full. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as at a time when such Net Sale Proceeds are reinvested within 540 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(dUnused Portion was at least $20 million). 15. Section 7.7 of the Credit Agreement is hereby amended by amending and restating, in its entirety, clause (dii) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or of subsection (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long thereof to read as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 540 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(d). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.10(a) or (b)) (x) to consummate the Terra Acquisition or Acquisitions effected in accordance with the requirements of Section 11.04(viii) and (y) on or prior to the first anniversary of the Effective Date, Capital Expenditures to effect the Xxxxxxxx Plant Expansion in an aggregate amount not to exceed $95,000,000 in the aggregate. (f) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the aggregate amount of Capital Expenditures made pursuant to this clause (f) shall not exceed the limitations set forth belowfollows: