Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceedingHoldings, in the aggregate for the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries during each fiscal year set forth belowto, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of make any Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any other than Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Acquisitions that constitute Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure AmountExpenditures), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant of the Borrower set forth below to Section 7.15(aexceed (i) is less than the maximum sum of (a) the greater of (x) the amount set forth in the table below opposite such fiscal year and (y) 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 (x) the Permitted Capital Expenditures permitted by Expenditure Amount for such year and (y) the carry-forward amount (as defined below in this Section 7.15(a10.11) with respect for such year shall have been used to such make Capital Expenditures) less (ii) to the extent deducted in arriving at Consolidated Earnings in the prior fiscal year, the amount of expenses related to the implementation of enterprise resource planning systems of such difference prior fiscal year. March 1, 2004 to November 28, 2004 $ 35,000,000 November 29, 2004 to November 27, 2005 $ 45,000,000 November 28, 2005 to November 26, 2006 $ 50,000,000 November 27, 2006 to December 2, 2007 $ 40,000,000 December 3, 2007 to November 30, 2008 $ 40,000,000 December 1, 2008 to November 29, 2009 $ 40,000,000 November 30, 2009 to November 28, 2010 $ 40,000,000 November 29, 2010 to the Maturity Date $ 40,000,000 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 Permitted Capital Expenditure Amount for such fiscal year, 100% of such unused amount (each such amount, a “Rollover Amountcarry-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 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 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 in and (c) if the next succeeding fiscal year; provided that Capital Expenditures in carry-forward amount available for any fiscal year shall is the sum of amounts carried forward 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 counted against any Rollover Amount available with respect to used until the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year prior to being counted against the base amount set forth shall have been used for such Capital Expenditures made in Section 7.15(a) with respect to such fiscal year).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period: Closing Date - December 31, 2007 $ 15,000,000 January 1, 2008 - December 31, 2008 $ 10,000,000 January 1, 2009 - December 31, 2009 $ 12,000,000 January 1, 2010 - December 31, 2010 $ 14,000,000 January 1, 2011 - December 31, 2011 $ 15,000,000 January 1, 2012 - December 31, 2012 $ 16,000,000 January 1, 2013 - December 31, 2013 $ 17,000,000 January 1, 2014 - Maturity Date $ 18,000,000 If, in any fiscal year pursuant to Section 7.15(a) is less than year, the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to Consolidated EBITDA exceeds the Baseline EBITDA for such fiscal year, the amount of permitted Capital Expenditures set forth above in respect of such difference fiscal year shall be increased (but not decreased) by 40% of the “Rollover Amount”excess of (i) the Consolidated EBITDA for such fiscal year over (ii) the Baseline EBITDA for such fiscal year. Any unused amount of Capital Expenditures permitted to be made during each fiscal year may be carried forward to, and used to make Capital Expenditures in made, at any time during the next succeeding two fiscal yearyears; provided that that, for purposes of this sentence, Capital Expenditures made in any fiscal year shall be counted against any Rollover Amount available with respect deemed to use the amount permitted to be made during such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect above before using the amount carried forward to such fiscal year. (b) Notwithstanding subsection (a) above, the Borrower and its Subsidiaries may make Capital Expenditures with the Net Cash Proceeds of (A) Specified Equity Issuances by Holdings, the Borrower or any of their respective subsidiaries permitted hereunder or (B) any Asset Sale, or any sale of used, worn out or surplus equipment, in each case to the extent such Net Cash Proceeds are not required to be applied to prepay loans, or cash collateralize, letters of credit, under the First Lien Credit Agreement or to prepay Loans hereunder.

Capital Expenditures. Permit the U.S. Borrower or the Subsidiaries to make any Capital Expenditure, except that: (a) Make During any Capital Expenditure except for Capital Expenditures not exceeding, in fiscal year the aggregate for the U.S. Borrower and the Restricted Subsidiaries during may make Capital Expenditures so long as the aggregate amount thereof (excluding expenditures pursuant to subsections 6.10(b) and (c)) does not exceed the sum of (i) $225.0 million, (ii) 10% of Acquired Assets for such fiscal year (the “Acquired Assets Amount”), and (iii) for each fiscal year set forth belowafter any Acquired Assets Amount is initially included in clause (ii) above, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 105% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountAssets Amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedcalculated on a cumulative basis. (b) Notwithstanding anything to the contrary contained in clause paragraph (a) above, to the extent that the aggregate amount of Capital Expenditures made by the U.S. Borrower and the Restricted Subsidiaries in any fiscal year of the U.S. Borrower pursuant to Section 7.15(a6.10(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to 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 the next two succeeding fiscal year; provided that years. (c) In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (a) and (b), the U.S. Borrower and the Subsidiaries may make additional Capital Expenditures at any time in any fiscal year shall be counted against any Rollover an amount not to exceed the portion, if any, of the Available Investment Basket Amount available with respect on the date of such Capital Expenditure that the U.S. Borrower elects to such fiscal year prior apply to being counted against the base amount set forth in this Section 7.15(a) with respect to such fiscal year6.10(c).

Capital Expenditures. (a) Make any Capital Expenditure except for The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures not exceeding, during any Fiscal Year in excess of $110,000,000 in the aggregate for aggregate. Notwithstanding the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowforegoing, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be made carried over for expenditure in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount Fiscal Year; provided that may be expended for the next succeeding fiscal year Fiscal Year ending December 31, 2010, any such carry-over amount shall be correspondingly reduced. (b) Notwithstanding anything to calculated based on the contrary contained in clause (a) abovedifference, to the extent that if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to Section 7.15(aclause (i) is less than above; (iii) the maximum amount of Capital Expenditures permitted set forth above shall be increased by Section 7.15(a) with respect an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such fiscal year, Permitted Acquisition for the amount last four full Fiscal Quarters preceding the date of consummation of such difference Permitted Acquisition (as determined in financial statements for the “Rollover Amount”) may be carried forward and used to make Capital Expenditures Proposed Acquisition prepared in accordance with the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount standards set forth in Section 7.15(a6.1(b) with respect to (Financial Statements); and (iv) such fiscal yearCapital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. (a) Make The Borrower shall not and shall not permit any of its Subsidiaries to, make or commit to make any Capital Expenditure except for that would cause the aggregate amount of such Capital Expenditures not exceeding, made by the Loan Parties in the aggregate for any Fiscal Year of the Borrower and commencing with the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 ending January 28, 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that to exceed the amount sum of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased (x) in the case of the first two Fiscal Years ending after the consummation Closing Date, $150,000,000 and (y) in the case of any Permitted Acquisition each Fiscal Year ending thereafter, $130,000,000 (in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (each case, such amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may, at the option portion of the Borrower, be increased by up Available Amount the Borrower elects to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything apply pursuant to the contrary contained in this clause (a) above, ii); provided that to the extent that Capital Expenditures during any Fiscal Year are less than the aggregate applicable Permitted Capital Expenditure Amount, (x) up to 100% of any such unused amount of may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to this Section 7.15(aduring any Fiscal Year shall be deemed made, first, in respect of amounts carried over from the prior Fiscal Year pursuant to subclause (x) is less than above and second, to the maximum applicable Permitted Capital Expenditure Amount. Notwithstanding the foregoing, following the 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 applicable Permitted Capital Expenditure Amount shall be automatically increased by an amount equal to the greater of Capital Expenditures permitted by Section 7.15(a(A) the average annual historical capital expenditures made with respect to such acquired business for the last three fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect years applicable to such fiscal year acquired business ending prior to being counted against such Permitted Acquisition or other Investment and (B) 2.5% of the base amount set forth in Section 7.15(a) with respect revenues applicable to such fiscal yearacquired business for the twelve month period most recently ended.

Capital Expenditures. (a) Make any Capital Expenditure except for The Parent Borrower will not permit the aggregate amount of Capital Expenditures not exceeding, in made by the aggregate for the Parent Borrower and the Restricted Subsidiaries during each in any fiscal year set forth belowof the Parent Borrower to exceed $25,000,000. (b) Notwithstanding the foregoing paragraph (a), the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that if the amount of Capital Expenditures permitted to be made by the Parent Borrower and the Subsidiaries pursuant to paragraph (a) in respect of any fiscal year (i) shall be increased after is greater than the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and the Restricted Subsidiaries in any during such fiscal year pursuant year, then, to Section 7.15(a) is less than the maximum extent that such excess does not exceed 50% of the amount of Capital Expenditures permitted to be made by Section 7.15(athe Parent Borrower and the Subsidiaries pursuant to paragraph (a) with respect to in such fiscal year (without giving effect to any carry-forward amount from any previous fiscal year), the amount of such difference (the “Rollover Amount”) excess may be carried forward and used to make utilized in the immediately succeeding fiscal year (it being understood and agreed that (i) no amount may be carried forward beyond the year immediately succeeding the fiscal year in which it arose and (ii) no portion of the Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures permitted to be made in any fiscal year (without giving effect to the carry-forward amount available in such fiscal year) shall be deemed to have been made until the entire amount of such carry-forward amount shall have been used). (c) In addition to the Capital Expenditures permitted pursuant to paragraph (a) of this Section, the Parent Borrower and the Subsidiaries may make additional Capital Expenditures (which shall not be counted against towards the amounts permitted by paragraph (a) of this Section) to the extent of any Rollover Amount Net Proceeds received after the Effective Date from any issuance by the Parent Borrower of any Equity Interests in the Parent Borrower, or from the receipt by the Parent Borrower of any capital contribution, (other than (i) the Equity Financing, (ii) any such issuance of Equity Interests to, or receipt of any such capital contribution from, any Subsidiary, and (iii) any such issuance of Equity Interests, or receipt of any capital contribution, the Net Proceeds of which are used to repay the Subordinated Bridge Debt in accordance with Section 6.08(b)(ii)), provided that the amount of additional Capital Expenditure that may be made pursuant to this paragraph shall not be increased by any such Net Proceeds received in connection with a Permitted Acquisition (except to the extent that such Permitted Acquisition also constitutes a Capital Expenditure). No portion of the amount for Capital Expenditures available with respect in any fiscal year under this paragraph may be used until the entire amount of Capital Expenditures permitted to be made in such fiscal year prior pursuant to being counted against the base amount set forth in paragraphs (a) and (b) of this Section 7.15(a) with respect to such fiscal yearshall have been made.

Capital Expenditures. (a) Make any Capital Expenditure except for or become legally obligated to make Consolidated Capital Expenditures not exceeding, in the aggregate for the Borrower and the its Restricted Subsidiaries during each any fiscal year set forth below(calculated for the entire fiscal year ending December 31, 2005, including the period prior to the Closing Date) in an amount set forth opposite exceeding an amount equal to (i) $80,000,000 in such fiscal year: Fiscal Year year (the “Base Amount”); plus (ii) an aggregate amount in addition to the Base Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 after the Closing Date equal to $80,000,000; provided that that, to the extent the Base Amount exceeds the aggregate amount of Consolidated Capital Expenditures (other than amounts permitted to be made in respect pursuant to the second proviso below) actually made during such fiscal year, such excess amount (up to an aggregate of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 1050% of the pro forma aggregate consolidated revenues amount of the Acquired Entity or Business so acquired during the fiscal year of Base Amount for such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that ) may be expended for carried forward to (but only to) the next succeeding fiscal year (any such amount to be certified by the Borrower to the Administrative Agent in the Compliance Certificate delivered for the last fiscal quarter of such fiscal year, and any such amount carried forward to a succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything deemed to the contrary contained in clause (a) above, be used prior to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than using the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to Base Amount for such succeeding fiscal year, without giving effect to such carry-forward); provided, further that, the limitation in the foregoing sentence shall be exclusive of (i) the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Consolidated Capital Expenditures actually made with cash capital contributions made to the Borrower or any of the Restricted Subsidiaries, directly or indirectly, by Xxxxxx, after the Closing Date and specifically identified in a certificate delivered by a Responsible Officer of the next succeeding fiscal year; provided that Capital Expenditures Borrower to the Administrative Agent on or about the time such capital contribution is made (but in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year event prior to being counted against the base amount set forth in time of the Capital Expenditure made with such capital contribution), and (ii) any portion of any Acquisition that is permitted under Section 7.15(a) with respect to such fiscal year8.13 that is accounted for as a Capital Expenditure.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Permitted Acquisition in an amount equal to 10% Point of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Sale Capital Expenditure Amount”(by purchase or Capitalized Lease) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that would cause the aggregate amount of all Point of Sale Capital Expenditures made by the Borrower Parent and its Subsidiaries to exceed $3,000,000; or (ii) Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Capital Expenditure (other than a Point of Sale Capital Expenditure (by purchase or Capitalized Lease) that would cause the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum aggregate amount of all Capital Expenditures permitted (other than Point of Sale Capital Expenditures) made by Section 7.15(athe Parent and its Subsidiaries to exceed (A) $2,500,000 for the six month period ended December 30, 2006, and (B) the amount set forth below for such Fiscal Year ending on or about (the amount set forth below with respect to any Fiscal Year being the “Capital Expenditure Limit” for such fiscal yearFiscal Year): December 31, 2007 $ 4,400,000 December 31, 2008 $ 5,650,000 December 31, 2009 $ 5,200,000 December 31, 2010 and for each Fiscal Year thereafter $ 5,000,000 Notwithstanding the foregoing, in the event the Parent and its Subsidiaries do not expend the entire Capital Expenditure Limit on Capital Expenditures (other than Point of Sale Capital Expenditures) in any Fiscal Year, the amount Parent and its Subsidiaries may carry forward to the immediately succeeding Fiscal Year 50% of such difference (the “Rollover Amount”) may be carried forward and used unutilized portion of the Capital Expenditure Limit to make expend on Capital Expenditures (other than Point of Sale Capital Expenditures) in the next succeeding fiscal year; provided that such Fiscal Year. All Capital Expenditures in any fiscal year (other than Point of Sale Capital Expenditures) made by the Parent and its Subsidiaries shall first be counted against any Rollover Amount available with respect applied to such fiscal year prior reduce the applicable Capital Expenditure Limit and then to being counted against reduce the base amount set forth in Section 7.15(a) with respect to such fiscal yearcarry forward from the previous Fiscal Year, if any.

Capital Expenditures. (a) Make The Parent and the Borrower will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, make any Capital Expenditure Expenditures, except for that the Parent and its Subsidiaries may make Capital Expenditures not exceeding, (in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year of the Parent, a “Capital Expenditure Allowance”) in aggregate not exceeding for any fiscal year of the Parent (beginning with its fiscal year ended closest to 31 December 2004) the amount (as adjusted as provided in paragraph (c)) set forth below, the amount set forth below opposite such fiscal year: Fiscal Year Amount 2004 € 92,000,000 2005 € 96,000,000 2006 € 108,000,000 2007 € 120,000,000 2008 € 124,000,000 2009 € 128,000,000 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; € 132,000,000 provided that the amount of Capital Expenditures permitted to be made that, in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues Parent, up to 25 per cent. of the Acquired Entity or Business so acquired during unutilised amount of the Capital Expenditure Allowance for such fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, may be carried forward to the “Acquired Annual following fiscal year and aggregated with the Capital Expenditure Amount”) and (ii) may, at the option Allowance of the Borrower, be increased by up to 25% of the next succeeding that following fiscal year’s , such aggregated amount being the Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount Allowance for that may be expended for the next succeeding following fiscal year shall be correspondingly reducedyear. (b) Notwithstanding anything In addition to the contrary contained in clause Capital Expenditures Allowances permitted pursuant to paragraph (a) above, the Parent and its Subsidiaries may make additional Capital Expenditures as follows: (i) the reinvestment of proceeds of Recovery Events that are not required to be applied to prepay the Outstandings pursuant to paragraph (d) (Insurance Claims) of Clause 13.1 (Repayment from Net Proceeds); and (ii) the reinvestment of Net Sale Proceeds from asset sales pursuant to the extent that first proviso to paragraph (b) (Asset Sale) of Clause 13.1 (Repayment from Net Proceeds). (c) At the aggregate amount of time any €5 Million Permitted Acquisition is consummated, the respective Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any Expenditure Allowances shall be deemed automatically adjusted on a prospective basis as follows: (i) for each fiscal year pursuant to Section 7.15(a) is less than which begins and ends after the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal yeardate on which a €5 Million Permitted Acquisition has been consummated, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided Expenditure Allowance for that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect increased by an amount equal to such 110 per cent. of the Capital Expenditures actually made by the entity being acquired pursuant to the respective €5 Million Permitted Acquisition for the twelve months prior to the date of the consummation of the respective €5 Million Permitted Acquisition; and (ii) for each fiscal year prior of the Parent during which a €5 Million Permitted Acquisition is being consummated, the Capital Expenditure Allowance for that fiscal year shall be increased by an amount equal to being counted against the base product of (x) the amount set forth of the increase for a given fiscal year of the Parent beginning and ending after the date which the respective €5 Million Permitted Acquisition was consummated as provided in Section 7.15(asub-paragraph (i) with respect to such above and (y) a fraction the numerator of which is the number of days remaining in the fiscal yearyear of the Parent during which the respective €5 Million Permitted Acquisition was consummated and the denominator of which is 365 or 366, as the case may be.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, made by the Loan Parties and their Subsidiaries in any Fiscal Year set forth below to exceed the aggregate percentage set forth below of the Consolidated EBITDA for the Borrower immediately preceding Fiscal Year: July 28, 2006 through August 3, 2007 65% August 1, 2008 and the Restricted Subsidiaries during each fiscal year set forth belowthereafter 60% ; provided, the amount set forth opposite such fiscal year: however, that (i) if, for any Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that Year, the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of allowed above for such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year, the Restricted Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in any fiscal year pursuant the immediately succeeding Fiscal Year in an amount (such amount being referred to Section 7.15(aherein as the “Capex Carryover”) is less than equal to the maximum lesser amount of (x) the Capex Carryover and (y) 15% of such amount of Capital Expenditures permitted by Section 7.15(aallowed above for such Fiscal Year and (ii) with respect to such fiscal yearin determining whether any amount is available for carryover, the amount of expended in any Fiscal Year shall first be deemed to be from the Capex Carryover amount from the prior Fiscal Year that has been allocated to such difference (current Fiscal Year; provided, further, that notwithstanding the “Rollover Amount”) may foregoing limitations contained in this Section 5.02, the Borrower and its Subsidiaries shall be carried forward and used permitted to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures respect of “land banking” in any fiscal year shall be counted against any Rollover Amount available with respect an aggregate amount not to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearexceed $15,000,000.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2006 $ 27,500,000 2007 $ 22,500,000 2008 $ 17,500,000 2009 $ 18,500,000 2010 $ 135,000,000 18,500,000 2011 $ 140,000,000 19,000,000 2012 $ 150,000,000 19,500,000 2013 $ 155,000,000 ; 20,000,000 2014 $ 21,000,000 2015 $ 22,000,000 provided that the amount of Capital Expenditures permitted to be made for each Permitted Acquisition consummated in respect of any fiscal year, the maximum amounts set forth above for such fiscal year (i) and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Acquisition for the last four full fiscal year quarters preceding the date of consummation of such Permitted Acquisition as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amount, prepared in accordance with the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by standards set forth in Section 6.01; provided further that up to 25% an additional $25,000,000 of Capital Expenditures in the next succeeding fiscal year’s Capital Expenditure limit (as increased by aggregate after the Acquired Annual Capital Expenditure Amount), in which case the base amount that Original Closing Date may be expended for made to the next succeeding fiscal year shall be correspondingly reducedextent in connection with Projects. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (without giving effect to the second proviso to Section 7.16(a)) (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2007 $ 125,000,000 2008 $ 125,000,000 2009 $ 130,000,000 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower Company and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2005 $ 380,000,000.00 2006 $ 375,000,000.00 2007 $ 375,000,000.00 2008 $ 375,000,000.00 2009 $ 400,000,000.00 2010 $ 135,000,000 400,000.000.00 2011 $ 140,000,000 425,000,000.00 2012 $ 150,000,000 450,000,000.00 2013 $ 155,000,000 450,000,000.00 2014 $ 475,000,000.00 2015 $ 475,000,000.00 2016 $ 475,000,000.00 2017 $ 475,000,000.00 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Company and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next two succeeding fiscal yearyears; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) any Rollover Amount available with respect to such fiscal year.

Capital Expenditures. (a) Make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each in any fiscal year of the Borrower, the thresholds set forth below, in the amount set forth table below opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 35,000,000 2012 $ 150,000,000 70,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.70,000,000 2014 $ 70,000,000 2015 $ 70,000,000 2016 $ 70,000,000 2017 $ 70,000,000 2018 $ 70,000,000 (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (before giving effect to any increase in such amount pursuant to this clause (b)), the amount of such difference (the “Rollover Amount”) may be carried forward one time and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year after being counted against any Rollover Amount available with respect to such fiscal year prior year. (c) Notwithstanding anything to being counted against the base contrary contained in clauses (a) and (b) above, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures in an aggregate amount set forth in equal to the sum of (i) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 7.15(a8.05) with respect to such fiscal yearreceived after the Closing Date that are Not Otherwise Applied and (ii) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

Capital Expenditures. The Borrower will not, and will not permit any of its Subsidiaries to, permit the aggregate amount of all Capital Expenditures (excluding an amount equal to the proceeds of equity contributions made to Borrower that are used to fund such Capital Expenditures and any Capital Expenditures financed with the asset sales proceeds, insurance or condemnation proceeds, asset trade-ins or exchanges or funded as part of an Acquisition permitted pursuant to Section 6.17) for Borrower and its Subsidiaries during any fiscal year of the Borrower to exceed $80,000,000 plus, for fiscal years beginning on January 1, 2019 and later, any unused availability for Capital Expenditures from the immediately preceding fiscal year (but not from any earlier year), it being understood that in any applicable fiscal year unused availability from the immediately preceding fiscal year shall be reduced first as Capital Expenditures are made. (dd) Section 6.17(a) of the Credit Agreement is hereby amended to read in its entirety as follows: (a) Make The total cash and noncash consideration (excluding an amount equal to the proceeds of equity contributions made to Borrower that are used to fund such consideration but including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any Capital Expenditure except such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for Capital Expenditures all other purchases and other acquisitions made by the Loan Parties pursuant to this Section 6.17, shall not exceeding, exceed $5,000,000 in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries all Acquisitions closed in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures or $15,000,000 in the next succeeding fiscal year; provided that Capital Expenditures aggregate from and after the Effective Date; (ee) The final paragraph of Article VII of the Credit Agreement is hereby amended by deleting clause (iii) in any fiscal year shall its entirety and renumbering clause (iv) as clause (iii). (ff) Schedule 2.01A to the Credit Agreement is hereby amended to be counted against any Rollover Amount available with respect identical to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearSchedule 2.01 attached hereto.

Capital Expenditures. (ai) Make The Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, make any Capital Expenditure except for Capital Expenditures not exceeding, exceeding an amount equal to the sum of (x) in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal yearyear (such amount, the “Permitted Capital Expenditure Amount”), (y) the Available Equity Amount at such time and (z) the Available Amount at such time: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that (A) the amount of the Permitted Capital Expenditures Expenditure Amount permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 105% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year or period of such Acquired Entity or Business beginning after such Permitted Acquisition and (such amount, B) the “Acquired Annual amount of the Permitted Capital Expenditure Amount”) and (ii) may, at the option Amount permitted to be made in respect of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding any fiscal year shall be correspondingly reduceddecreased after the consummation of any Disposition under Section 9.4(c) generating net cash proceeds in excess of $25,000,000 in an amount equal to 5% of the pro forma aggregate consolidated revenues of the Disposed Entity or Business so disposed during the fiscal year or period of such disposed entity or business beginning after such permitted disposal. (bii) Notwithstanding anything to the contrary contained in clause (a) aboveSection 9.11(c), to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a9.11(c)(x) is less than the maximum amount of Permitted Capital Expenditures Expenditure Amount permitted by Section 7.15(a9.11(c)(x) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year,

Capital Expenditures. (a) Make Commencing with the fiscal year ending June 30, 2008, make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower Company and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2008 $ 40,000,000 2009 $ 40,000,000 2010 $ 135,000,000 40,000,000 2011 $ 140,000,000 45,000,000 2012 $ 150,000,000 45,000,000 2013 $ 155,000,000 45,000,000 2014 $ 45,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at by an amount equal to the option sum of (x) the aggregate amount of the BorrowerNet Cash Proceeds of Permitted Equity Issuances after the Closing Date (other than Permitted Equity Issuances made pursuant to Section 8.05) that have been contributed to the Company as common equity and Not Otherwise Applied plus (y) if, be increased by up to 25% as of the next succeeding fiscal year’s last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Capital Expenditure limit (as increased by Expenditure) the Acquired Annual Capital Expenditure Amount)Total Leverage Ratio is less than 4.00:1.00, in which case the base amount of Cumulative Excess Cash Flow that may be expended for the next succeeding fiscal year shall be correspondingly reducedis Not Otherwise Applied. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Company and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.14(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.14(a) with respect to such fiscal yearyear (without taking into consideration any amounts available pursuant to clause (ii) of the proviso thereto), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.14(a) (without taking into consideration any Rollover Amount amounts available pursuant to clause (ii) of the proviso thereto) with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) any Rollover Amount available with respect to such fiscal year.

Capital Expenditures. (a) Make For so long as the Revolving Commitment is outstanding, the U.S. Borrower will not make and will not permit any Restricted Subsidiary to make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the U.S. Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made for each Permitted Investment consummated in respect of any fiscal year pursuant to clause (ic) of the definition of “Permitted Investments,” the maximum amounts set forth above for such fiscal year and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Investment for the last four full fiscal year quarters preceding the date of consummation of such Permitted Investment as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amount, prepared in accordance with the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), standards set forth in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedSection 5.01. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the U.S. Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a6.11(a) with respect to such fiscal yearyear (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the U.S. Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceedingSubject to paragraphs (b), in (c) and (d) below, permit the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries in respect of any fiscal year to exceed $10,000,000 (i) it being understood that for the one fiscal year ended 2006, Capital Expenditures shall be increased after measured from the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountClosing Date through December 31, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount2006), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause paragraph (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower Holdings and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a6.10(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to 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, and (ii) if the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries in any fiscal year is greater than the amount permitted for such fiscal year (including any Rollover Amount), an amount of up to 100% of the amount otherwise available for Capital Expenditures in the immediately succeeding fiscal year pursuant to paragraph (a) may be reallocated to such current fiscal year (the “Carryback Amount”), so long as the base amount of Capital Expenditures permitted by Section 6.10(a) during the next succeeding fiscal yearyear shall be reduced by the Carryback Amount. (c) 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 under Section 6.10(a) shall increase by an amount equal to the amount of Capital Expenditures made by the acquired person or business for the 36-month period immediately preceding such Permitted Acquisition divided by 3. (d) Notwithstanding paragraph (a) above, the Borrower and the Subsidiaries may make the following Capital Expenditures, which shall not be treated as Capital Expenditures for the purposes of paragraph (a), (i) Capital Expenditures made with the Net Cash Proceeds of Equity Interests (other than Disqualified Equity Interests) issued by Holdings after the Closing Date, Permitted Senior Debt and Permitted Subordinated Debt, in each case, Not Otherwise Applied; provided that (ii) Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available an amount not to exceed Cumulative Excess Cash Flow that is Not Otherwise Applied, and (iii) Capital Expenditures not exceeding $175,000,000 in the aggregate made in connection with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearconstruction and start up of one or more ethanol plants owned by the Borrower or a Subsidiary Guarantor.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period: December 31, 2010 $ 30,000,000 December 31, 2011 $ 40,000,000 December 31, 2012 $ 30,000,000 December 31, 2013 $ 25,000,000 December 31, 2014 $ 30,000,000 December 31, 2015 $ 20,000,000 December 31, 2016 $ 15,000,000 December 31, 2017 $ 15,000,000 The amount of permitted Capital Expenditures set forth above in respect of any fiscal year pursuant to Section 7.15(acommencing with the fiscal year ending on December 31, 2010 shall be (x) is less than increased (but not decreased) by the maximum amount (the “Carryforward Amount”) of unused permitted Capital Expenditures for the immediately preceding fiscal year and (y) at the Borrower’s election, the amount of Capital Expenditures permitted in any fiscal year may be increased by Section 7.15(a) with respect to such fiscal year, reducing the permitted amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal yearyear in an amount (the “Pullback Amount”) equal to such increase; provided that Capital Expenditures in the Borrower and its Subsidiaries shall not be entitled to utilize any fiscal year shall be counted against any Rollover Carryforward Amount available with respect to such fiscal year prior to being counted against or Pullback Amount until Borrower and its Subsidiaries have fully utilized the base amount set forth in the table for such period. (b) In addition to the foregoing, the Borrower and its Subsidiaries may make (i) Capital Expenditures related or arising from the Delta Project in an amount not to exceed the Delta Construction Reserve, plus, without duplication, any amounts available pursuant to Section 7.15(a6.10(b)(iv) below, (ii) additional Capital Expenditures (which Capital Expenditures will not be included in any determination under this Section 6.10 and any other section of this Agreement), with respect the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Cash Proceeds are reinvested within the period required under the definition of Net Cash Proceeds following the date of such Asset Sale, but only to the extent that such fiscal yearNet Cash Proceeds are not otherwise used to make investments pursuant to Section 6.04(s) or required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 2.13(b), (iii) Capital Expenditures made in order to comply with a Change in Law occurring after the Funding Date in an aggregate principal amount not to exceed $20,000,000, and (iv) other Capital Expenditures in an aggregate amount equal to the portion, if any, of the Available Basket Amount on the date of such Capital Expenditure.

Capital Expenditures. (a) Make or commit to make any Capital Expenditure (Maintenance), except for (i) Capital Expenditures (Maintenance) of the Borrower and its Subsidiaries not exceeding, exceeding $50,000,000 in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowyear; provided, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted (A) up to be made in respect $10,000,000 of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition such amount, if not so expended in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountfor which it is permitted, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended carried over for expenditure in the next succeeding fiscal year and (B) Capital Expenditures (Maintenance) made pursuant to this clause (i) during any fiscal year shall be correspondingly reduceddeemed made, first, in respect of amounts permitted for such fiscal year as provided in clauses (x) and (y) above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (A) above and (ii) Capital Expenditures (Maintenance) made with the proceeds of any Reinvestment Deferred Amount. (b) Notwithstanding anything Make or commit to the contrary contained in clause make any Capital Expenditure (aExpansion), except (i) above, to the extent that the aggregate amount of Capital Expenditures made by (Expansion) of the Borrower and its Subsidiaries not exceeding in the Restricted Subsidiaries in aggregate for any fiscal year pursuant $25,000,000; provided, that (A) up to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount $10,000,000 of such difference (amount, if not so expended in the “Rollover Amount”) fiscal year for which it is permitted, may be carried forward and used to make Capital Expenditures over for expenditure in the next succeeding fiscal year; provided that year and (B) Capital Expenditures in (Expansion) made pursuant to this clause (i) during any fiscal year shall be counted against any Rollover Amount available with deemed made, first, in respect to of the $25,000,000 initially permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to being counted against subclause (A) above and (ii) Capital Expenditures (Expansion) made with the base amount set forth in Section 7.15(a) with respect to such fiscal yearproceeds of any Reinvestment Deferred Amount.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure except for Expenditures other than: (i) Project Capital Expenditures made by the Borrower and its Subsidiaries; provided, however, that the aggregate amount of such Project Capital Expenditures shall not exceedingexceed (A) during the period commencing on the Effective Date through December 31, 2006, $200,000,000 in the aggregate, (B) during the period commencing on the Effective Date through December 31, 2008, $410,000,000 in the aggregate (inclusive of amounts covered by the foregoing clause (A)) and (C) during any Fiscal Year commencing with the Fiscal Year ending December 31, 2009, $50,000,000 in the aggregate, provided that if, for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowany such Fiscal Year under this clause (C), the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Project Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Fiscal Year exceeds the aggregate amount of Project Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year (the Restricted amount of such excess being the “Excess Project Capex Amount”), the Borrower and its Subsidiaries shall be entitled to make additional Project Capital Expenditures in the immediately succeeding Fiscal Year in an amount (such amount being referred to herein as the “Carryover Project Capex Amount”) equal to the lesser of (i) the Excess Project Capex Amount and (ii) 50% of the amount permitted to be made in such immediately preceding Fiscal Year (after giving effect to any Carryover Project Capex Amount); provided, further, that the amount specified above for any Fiscal Year shall not be deemed to have been utilized to make Project Capital Expenditures until the Carryover Project Capex Amount, if any, applicable to such Fiscal Year shall be utilized in full; and (ii) Maintenance Capital Expenditures made by the Borrower and its Subsidiaries; provided, however, that the aggregate amount of such Maintenance Capital Expenditures made in any fiscal year pursuant to Section 7.15(aFiscal Year shall not exceed (A) is less than for the maximum amount Fiscal Year ending December 31, 2005, 7.25% and (B) for each Fiscal Year thereafter, 6.0%, in each case of Capital Expenditures permitted by Section 7.15(a) Consolidated gross revenues of the General Partner and its Subsidiaries for such Fiscal Year as determined in accordance with respect to such fiscal yearGAAP; provided, further, that if, for any Fiscal Year, the amount of Maintenance Capital Expenditures permitted to be made in such difference Fiscal Year exceeds the aggregate amount of Maintenance Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year (the amount of such excess being the “Rollover Excess Maintenance Capex Amount”) may ), the Borrower and its Subsidiaries shall be carried forward and used entitled to make additional Maintenance Capital Expenditures in the next immediately succeeding fiscal yearFiscal Year in an amount (such amount being referred to herein as the “Carryover Maintenance Capex Amount”) equal to the lesser of (i) the Excess Maintenance Capex Amount and (ii) 50% of the amount permitted to be made in such immediately preceding Fiscal Year (after giving effect to any Carryover Maintenance Capex Amount); provided provided, further, that the amount specified above for any Fiscal Year shall not be deemed to have been utilized to make Maintenance Capital Expenditures in any fiscal year until the Carryover Maintenance Capex Amount, if any, applicable to such Fiscal Year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth utilized in Section 7.15(a) with respect to such fiscal yearfull.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, exceeding an amount equal to the sum of (x) in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowbelow (or in the case of the Borrower's 2006 fiscal year, the period from the Closing Date to September 30, 2006), the amount set forth opposite such fiscal yearyear or period, as the case may be (such amount, the “Permitted Capital Expenditure Amount”) and (y) the Available Amount: Closing Date to September 30, 2006 $ 6,000,000 2007 Fiscal Year Amount $ 14,000,000 2008 Fiscal Year $ 15,000,000 2009 Fiscal Year $ 16,000,000 2010 Fiscal Year $ 135,000,000 17,000,000 2011 Fiscal Year $ 140,000,000 18,000,000 2012 Fiscal Year $ 150,000,000 18,000,000 2013 Fiscal Year $ 155,000,000 18,000,000 2014 Fiscal Year $ 19,000,000 2015 Fiscal Year $ 19,000,000 2016 Fiscal Year $ 19,000,000 Each Fiscal Year thereafter $ 19,000,000 ; provided that the amount of the Permitted Capital Expenditures Expenditure Amount permitted to be made in respect of any fiscal year (i) or period shall be increased after the consummation of any Permitted Acquisition in an amount equal to 105% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year or period of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (ba) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year or period pursuant to Section 7.15(a7.16(a)(x) is less than the maximum amount of Permitted Capital Expenditures Expenditure Amount permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear or period, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next immediately succeeding fiscal yearyear or period; provided that Capital Expenditures in any fiscal year or period shall be counted against the XXXXXXX 0000000 (2K) Permitted Capital Expenditure Amount respect to such fiscal year or period prior to being counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearor period.

Capital Expenditures. With respect to BA and its Subsidiaries, make or commit to make any Capital Expenditure , except (a) Make any Capital Expenditure except for Capital Expenditures not exceedingof BA and its Subsidiaries in any fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the corresponding amount set forth opposite below for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 period; provided provided, that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation up to 50% of any Permitted Acquisition such amount referred to above, if not so expended in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountfor which it is permitted, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended carried over for expenditure in the next succeeding fiscal year shall be correspondingly reduced. and (bii) Notwithstanding anything Capital Expenditures made pursuant to the contrary contained in this clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in during any fiscal year shall be counted against any Rollover Amount available with deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year prior as provided above, and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date through Fiscal Year Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 8,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 8,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 8,500,000 Notwithstanding the foregoing, BA and its Subsidiaries may make additional Capital Expenditures in an aggregate amount not to being counted against exceed the base amount set forth in portion, if any, of the Available Basket Amount on the date of the making of such Capital Expenditure that BA elects to apply to this last paragraph of Section 7.15(a) with respect 8.7; provided that at the time of any such Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to such fiscal yearthe contrary, this Section 8.7 shall only apply to Capital Expenditures made or committed to be made by BA and its Subsidiaries.

Capital Expenditures. (i) Each of Parent and Borrower shall not, and shall not permit its Subsidiaries to, make or incur Capital Expenditures net of any proceeds received by Borrower from the sale of scaffolding (other than new scaffolding), in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Net Capital Expenditures Amount") set forth below opposite such Fiscal Year; provided that (a) Make any Capital Expenditure except for the Maximum Consolidated Net Capital Expenditures not exceedingAmount for any Fiscal Year shall be increased by an amount equal to the excess, in if any, of the aggregate Maximum Consolidated Net Capital Expenditures Amount for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: previous Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that over the actual amount of Capital Expenditures permitted to be made in respect (net of any fiscal year proceeds received by Borrower or any Subsidiary from the sale of scaffolding equipment (iother than scaffolding inventory held for sale in the ordinary course of business)) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of for such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) previous Fiscal Year and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything the Maximum Consolidated Net Capital Expenditures Amount that would otherwise be permitted in any such Fiscal Year pursuant to this subsection 7.8 (including as a result of the contrary contained in application of clause (a) above) may be increased by an amount not to exceed $10,000,000 (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 Maximum Consolidated Net Capital Expenditures Amount applicable to the extent immediately succeeding Fiscal Year (provided that, other than in respect of the 2012 Fiscal Year, the Company may apply the CapEx Pull-Forward Amount in such immediately succeeding Fiscal Year): (ii) Notwithstanding anything contained herein to the contrary, Borrower and its Subsidiaries may make or incur Capital Expenditures actually made or incurred with cash capital contributions made after the Closing Date to Borrower or any of its Subsidiaries by Equity Investors (through Holdings and Parent) and specifically identified in a certificate delivered by an Officer of Borrower to Administrative Agent on or about the time such capital contribution is made; provided that the aggregate amount of all such Capital Expenditures made by or incurred after the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year Closing Date shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearnot exceed $40,000,000.

Capital Expenditures. Make any Capital Expenditure, or become legally obligated to make any Capital Expenditure during the term of this Agreement, except: (a) Make any Capital Expenditure except for (i) Capital Expenditures associated with the St. Louis City Project and/or the St. Louis County Project which do not exceeding, result in the aggregate Cash Capital Expenditures (including capitalized pre-opening expenses, and excluding capitalized interest and original land costs) associated with those projects being in excess of $750,000,000; provided, such amount may be increased at any time (whether before or after the aggregate $750,000,000 has been incurred) by up to $35,000,000 upon consultation with and approval of the Administrative Agent; (b) Expansion Capital Expenditures (other than Capital Expenditures otherwise permitted under this Section 7.16) made during the term of this Agreement which do not result in the portion of such Capital Expenditures made in Cash exceeding the Maximum Expansion Capital Expenditures Amount, minus the amount of Cash Capital Expenditures made under Section 7.16(f)(ii); (c) Capital Expenditures associated with the acquisition, construction and development of the Condo Component not to exceed $60,000,000 less the amount previously invested pursuant to Section 7.7(n); (d) Capital Expenditures to the extent made with common stock of the Borrower; (e) Maintenance Capital Expenditures (other than Capital Expenditures otherwise permitted under this Section 7.16) for any fiscal year during the term of this Agreement not to exceed, as of any date of determination, the amount limited to 6.00% of Consolidated Revenues of the Borrower and its Subsidiaries for the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such immediately preceding fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; , provided that the amount of Maintenance Capital Expenditures permitted to be made in respect of any fiscal year may be increased by the amount of Maintenance Capital Expenditures not expended in the preceding fiscal years; (f) Capital Expenditures associated with the Biloxi Project which do not result in the aggregate Cash Capital Expenditures (including capitalized pre-opening expenses and excluding capitalized interest and original land costs) associated with that project being in excess of the amount equal to the sum of (i) shall be increased after the consummation of any Permitted Acquisition in an $250,000,000 (provided, such amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, may be increased by up to 25% $15,000,000 at any time (whether before or after the aggregate $250,000,000 has been incurred) upon consultation with and approval of the next succeeding fiscal year’s Administrative Agent) plus (ii) the Maximum Expansion Capital Expenditure limit (as increased by Expenditures Amount minus the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Cash Expansion Capital Expenditures made by under Section 7.16(b); (g) Capital Expenditures associated with the Borrower Lake Xxxxxxx Property which do not result in the aggregate Cash Capital Expenditures associated with that project being in excess of $13,000,000; (h) Capital Expenditures associated with the purchase of one or more aircraft in amount not to exceed the amount equal to the sum of (i) $20,000,000 plus (ii) proceeds from the disposition of one or more aircrafts acquired after the Effective Date; and (i) Capital Expenditures required pursuant to the Embassy Suites Hotel Agreements and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearSt. Louis City Project Hotel Agreements.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure except for (by purchase or Capitalized Lease) that would cause the aggregate amount of all Capital Expenditures not exceeding, made by the Loan Parties and their Subsidiaries in any fiscal quarter (excluding the payment of Acquisition Purchase Price pursuant to a Permitted Acquisition) set forth in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, table below to exceed the amount set forth opposite such fiscal yearperiod: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 January 1, 2013 - December 31, 2013 $ 155,000,000 ; provided that 550,000 January 1, 2014 – December 31, 2014 $ 875,000 January 1, 2015 – December 31, 2015 $ 1,000,000 If the amount of the Capital Expenditures permitted to be made in respect of any fiscal year period set forth in the table above is greater than the actual amount of the Capital Expenditures actually made in such fiscal period (i) shall be increased after the consummation amount by which such permitted Capital Expenditures for such fiscal period exceeds the actual amount of any Permitted Acquisition in an amount equal Capital Expenditures for such fiscal period, the "Excess Amount"), then up to 10100% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition Excess Amount (such amount, the “Acquired Annual Capital Expenditure "Carry-Over Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”") may be carried forward and used to make Capital Expenditures in the next succeeding fiscal yearperiod (the "Succeeding Fiscal Period"); provided that Capital Expenditures (i) the Carry-Over Amount applicable to a particular Succeeding Fiscal Period may not be carried forward to another fiscal period, and (ii) in determining whether any amount is available for carryover, the amount expended in any fiscal year period shall first be counted against any Rollover Amount available with respect deemed to be from the amount allocated to such fiscal year prior to being counted against in the base amount set forth in Section 7.15(a) with respect to such fiscal yeartable before any carryover.

Capital Expenditures. (a) Make or become legally obligated to make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower Holdings and the Restricted its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% the sum of (1) $60,000,000 in each Fiscal Year plus (2) so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of the Capital Expenditure after giving pro forma aggregate consolidated revenues effect to such Capital Expenditure as if it had been made on such last day or such date (as applicable) would be less than or equal to 3.00:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the Acquired Entity or Business so acquired during the fiscal year making of such Acquired Entity or Business beginning after such Permitted Acquisition Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount); provided that if, in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) aboveany Fiscal Year, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Holdings and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) during such Fiscal Year is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year$60,000,000 (any remaining amount, the amount of such difference (the “Rollover CapEx Carryover Amount”) ), Holdings and its Subsidiaries may be carried forward and used to make increase Capital Expenditures in the next immediately succeeding fiscal year; provided that Fiscal Year in an aggregate amount equal to such CapEx Carryover Amount. With respect to any Fiscal Year during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditures in any fiscal year Expenditure Amount applicable to each such Fiscal Year shall be counted against any Rollover Amount available with respect to increased by an amount (or a pro-rated portion of an amount, in the case of the Fiscal Year in which the Permitted Acquisition occurs) equal the product of (A) the consolidated revenues of the acquired entity or business for the Fiscal Year immediately preceding the consummation of such fiscal year prior to being counted against the base amount Permitted Acquisition as set forth in Section 7.15(athe Acquired Entity Financial Statements and (B) with respect to the quotient obtained by dividing (i) the sum of the CapEx/Revenue Ratio for the two Fiscal Years immediately preceding consummation of such fiscal yearPermitted Acquisition by (ii) two.

Capital Expenditures. Make or commit to make any Capital Expenditures, except that the Company and its Subsidiaries may make or commit to make Capital Expenditures (a) Make any Capital Expenditure except for Capital Expenditures not exceedingin connection with the Big Wheel Acquisition and the PAI Acquisition; plus (b) consisting of acquisitions of companies engaged primarily in businesses similar to the businesses in which the Company and its Subsidiaries are engaged, in an aggregate amount of $50,000,000; plus (c) consisting of investments in the development of new or relocated stores in an aggregate amount not to exceed at any one time $50,000,000, against which amount shall be credited any funds from the subsequent sale of any real property (including leasehold interests) or fixtures purchased or developed in connection therewith; plus (d) of any other type in amounts not exceeding the amount set forth below (the "Base Amount") for each of the Borrower and fiscal years of the Restricted Subsidiaries during each Company (or other period) set forth below: Fiscal Year or Period Base Amount --------- ----------- 1998 $30,000,000 1999 $50,000,000 Each fiscal year thereafter $45,000,000 provided, however, that (i) for any fiscal year of the Company, the Base Amount for such fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) above shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% the aggregate amount of proceeds received by the pro forma aggregate consolidated revenues Company or any of its Subsidiaries in such fiscal year with respect to sales of real property by the Acquired Entity Company or Business so such Subsidiary, which real property had been originally acquired during or developed by the Company or such Subsidiary with the proceeds of Revolving Credit Loans, but only if such acquisition and development costs had been originally included as Capital Expenditures in the fiscal year of or years when such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) acquisition and development costs were incurred and (ii) may, at the option for any fiscal year of the BorrowerCompany, be increased by up to 25% of the next succeeding Base Amount for such fiscal year’s Capital Expenditure limit year set forth above (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior pursuant to being counted against the base clause (i) of this proviso) may be increased by an amount set forth not in Section 7.15(a) with respect excess of $15,000,000 by carrying over to such fiscal yearyear the unused portion of the Base Amount for the immediately preceding fiscal year (as increased pursuant to this proviso).

Capital Expenditures. (a) Make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the its Restricted Subsidiaries during each in any fiscal year of the Borrower, the thresholds set forth below, in the amount set forth table below opposite such fiscal year: Fiscal Year Amount 2010 [2010] $ 135,000,000 [ ] 2011 $ 140,000,000 35,000,000 2012 $ 150,000,000 40,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.40,000,000 2014 $ 45,000,000 2015 $ 45,000,000 2016 $ 50,000,000 2017 $ 50,000,000 (b) [Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward one time and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year after being counted against any Rollover Amount available with respect to such fiscal year prior year.] (c) Notwithstanding anything to being counted against the base contrary contained in clauses (a) and (b) above, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures in an aggregate amount set forth equal to the sum of (i) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) received after the Closing Date that are Not Otherwise Applied and (ii) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied. (d) Notwithstanding anything to the contrary contained in Section 7.15(aclauses (a), (b) with respect and (c) above, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures in an aggregate amount equal to such fiscal year[To insert agreed basket for the purchase of real property from a LandCo Subsidiary]

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any period set forth below to exceed (i) the Available Retained Basket Amount on the date of such Capital Expenditure (which amount shall, upon such Capital Expenditure, increase dollar-for-dollar the Available Retained Basket Usage Amount), plus (xvi) the amount set forth below for such period: 2011 $350,000,000 2012 $200,000,000 2013 $200,000,000 2014 $200,000,000 2015 and thereafter $200,000,000 The amount of permitted Capital Expenditures set forth in the table above in respect of any fiscal year commencing with the fiscal year ending on December 31, 2012 (the “Specified Permitted CapEx Amount”) shall be increased (but not decreased) by the amount of the unused Specified Permitted CapEx Amount for the immediately preceding fiscal year (the “CapEx Rollover Amount”); provided that any CapEx Rollover Amount shall be available to be used in such fiscal year only after the Specified Permitted CapEx Amount for such fiscal year has been fully used in such fiscal year. In addition, the amount of permitted Capital Expenditures that would otherwise be permitted in any fiscal year pursuant to this Section 7.15(a6.10 (including as a result of the preceding sentence) may be increased by an amount not to exceed 50% of the Specified Permitted CapEx Amount for the immediately succeeding fiscal year (the “CapEx Pull Forward Amount”); provided that before any Capital Expenditures are made in a fiscal year pursuant to the CapEx Pull Forward Amount, Capital Expenditures shall have been made in such fiscal year in an amount equal to the Capital Expenditures otherwise permitted in such fiscal year (including as a result of the application of the preceding sentence). The actual CapEx Pull Forward Amount that is less than used in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the maximum Specified Permitted CapEx Amount for the immediately succeeding fiscal year. Notwithstanding anything to the contrary in this paragraph, the amount of Capital Expenditures permitted by to be made pursuant to clause (ii) of this Section 7.15(a6.10 (including as a result of the application of the preceding sentences) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover not exceed 200% of the Specified Permitted CapEx Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to for such fiscal year.

Capital Expenditures. (a) Make any Limitation on Capital Expenditure except for Expenditures. Permit the aggregate amount of Capital Expenditures not exceeding, (other than Excluded Capital Expenditures) made in any fiscal year by the aggregate for the Borrower Company and the its Restricted Subsidiaries during each fiscal year set forth below, to exceed the amount set forth opposite such fiscal year: Fiscal year below (each such amount, a Scheduled Capital Expenditure Amount): Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made (in respect of any millions) January 1, 2008 - December 31, 2008 $1,250 January 1, 2009 and each fiscal year thereafter $1,000 provided, however, that (i) shall be increased after the consummation of any Permitted Acquisition in so long as no Default has occurred and is continuing or would result from such expenditure, an amount equal to 1050% of any portion of any amount set forth above, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the following fiscal year (each such amount, a Carry-Forward Amount); provided that if any such amount is so carried over, it will be deemed used in the fiscal year after the amount set forth opposite such fiscal year above; and (ii) so long as no Default has occurred and is continuing or would result from such expenditure, if Capital Expenditures (other than Excluded Capital Expenditures) made during any fiscal year exceed the amount set forth opposite such fiscal year above, if any, an amount up to 50% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Scheduled Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended Expenditures Amount for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) aboveeach such amount, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”a carry-back amount) may be carried forward back to such prior fiscal year and used utilized to make Capital Expenditures in such prior fiscal year (it being understood and agreed that (A) no carry-back amount may be carried back beyond the next succeeding fiscal year; provided that year immediately prior to the fiscal year of such Scheduled Capital Expenditures Expenditure Amount and (B) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Scheduled Capital Expenditure Amount available with respect to such in the fiscal year prior from which it was carried back); provided further that if the Applicable Amount Availability Condition (as defined in the Senior Facility Credit Agreement) shall be met, the Restricted Parties shall be permitted to being counted against make Capital Expenditures in an aggregate amount pursuant to Section 7.11(c) of the base amount set forth Senior Facility Credit Agreement not to exceed the portion, if any, of the Applicable Amount (as defined in Section 7.15(athe Senior Facility Credit Agreement) with respect on the date of such election that the Restricted Parties elect to apply such fiscal yearclause.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceedingmade by the Parent and its Subsidiaries, as determined on a Consolidated basis, in the aggregate any Fiscal Year to exceed $3,000,000 (or, when EBITDA is greater than $40,000,000 for the Borrower a Measurement Period and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the maximum amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of for such Acquired Entity or Business beginning after such Permitted Acquisition (such amountFiscal Year is less than $5,000,000, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount$5,000,000 thereafter), in which case the base amount provided, however, that may be expended if, for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) aboveany Fiscal Year, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Parent and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) its Subsidiaries, as determined on a Consolidated basis during such Fiscal Year is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, be made in any Fiscal Year (the amount of such difference (excess being the “Rollover Excess Amount”), the Parent and its Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year in an amount (such amount being referred to herein as the “Carryover Amount”) equal to 50% of such Excess Amount, (ii) to the extent that the aggregate amount of such Capital Expenditures to be made in any Fiscal Year is greater than the maximum amount permitted to be made for such Fiscal Year, up to 50% of the amount available in the next succeeding Fiscal Year (each such amount being a “Pull-Back Amount”) may be carried forward pulled back to the immediately preceding Fiscal Year and used to make Capital Expenditures in the such immediately preceding Fiscal Year it being understood and agreed that such amount for such next succeeding fiscal year; provided that Fiscal Year set forth above shall be reduced by the amount of such Pull-Back Amount and (iii) after a Permitted Acquisition, the foregoing limitations shall be increased by an amount equal to 125% of the average Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year of the acquired Person for the three consecutive twelve-month periods most recently ended prior to being counted against the base amount set forth closing of the Permitted Acquisition. For purposes of this Section 5.02(n), it is understood and agreed that the following shall not constitute Capital Expenditures: (i) Permitted Acquisitions, (ii) the reinvestment of any Net Cash Proceeds, (iii) expenditures of insurance settlements, condemnation awards or other settlements in Section 7.15(arespect of lost, destroyed, damaged or condemned assets or other property and (iv) with respect to such fiscal yearexpenditures for Capital Expenditures accounted for as Capital Expenditures of the Parent or any of its Subsidiaries which are paid for or reimbursed by a third party which is neither a Loan Party or a Subsidiary of the Borrower.

Capital Expenditures. (a) Make The Borrower will not, and will not permit any of its Subsidiaries to, incur Consolidated Capital Expenditure except for Capital Expenditures not exceedingExpenditures, in the aggregate for provided that the Borrower and the Restricted its Subsidiaries may make Consolidated Capital Expenditures during each fiscal year period set forth below (taken as one accounting period) so long as the aggregate amount of Consolidated Capital Expenditures made under this section 8.05 (a) (as may be reduced under clauses (c) and (f) below, ) does not exceed for any period set forth below the amount set forth opposite such fiscal yearperiod: Fiscal Year Ending Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; ------------------ ------ June 30, 1999 $13,500,000 June 30, 2000 $13,500,000 June 30, 2001 $13,500,000 June 30, 2002 $14,500,000 June 30, 2003 $16,000,000 June 30, 2004 $16,500,000 (b) In the event that the maximum amount which is permitted to be expended in respect of Consolidated Capital Expenditures during any fiscal year of the Borrower pursuant to Section 8.05(a) (without giving effect to this clause (b)) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to Section 8.05(a) shall be increased by such unutilized amount, provided that such increase shall not exceed the amount otherwise permitted by more than 25% in any fiscal year of the Borrower. (c) In addition to the foregoing, during any fiscal year, up to 15% of the Consolidated Capital Expenditures which may be expended for any following fiscal year pursuant to Section 8.05(a) may be applied to the total amount of permitted Consolidated Capital Expenditures for such current year, provided that the amount of permitted Consolidated Capital Expenditures for that following year will be reduced accordingly. (d) In addition to the foregoing, the Borrower and the Subsidiary Guarantors may make Consolidated Capital Expenditures to the extent such Consolidated Capital Expenditures also constitute a Reinvestment Asset with the proceeds of any Asset Sale not required to be applied to repay the Term Loans pursuant to Section 4.02(A)(c) or Permitted Acquisitions made in compliance with Section 8.02(k). (e) In addition to the foregoing, the Borrower and the Subsidiary Guarantors may make Consolidated Capital Expenditures in an amount equal to the aggregate amount of the net proceeds received by the Borrower pursuant to the issuance of Junior Preferred Stock or Common Stock in accordance with Section 8.12(w). (f) In addition to the foregoing, the amount of insurance proceeds received by the Borrower and its Subsidiaries from any Recovery Event may be used by the Borrower or such Subsidiary to make Consolidated Capital Expenditures to replace or restore any properties or assets in respect of which such proceeds were paid or to otherwise acquire productive assets usable in the business of the Borrower, in each case to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(A)(g), provided that any proceeds that are so used to make Consolidated Capital Expenditures pursuant to this clause (g) are, to the extent required by Section 4.02(A)(g), used within the period of time as is set forth in the respective officer's certificate delivered pursuant to such Section 4.02(A)(g). (g) Notwithstanding the foregoing, if for the fiscal year 2000 or any fiscal year thereafter the level of EBITDA actually achieved is less than the level established in the Projections for that fiscal year, the aggregate amount of Consolidated Capital Expenditures permitted under section 8.05 (a) for the following fiscal year will be reduced on a dollar for dollar basis by an amount equal to the difference between the level of EBITDA actually achieved and the amount projected to be achieved in the Projections, provided that the amount of Capital Expenditures so permitted to be made in respect of any fiscal per year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (will not fall below $6,000,000 as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduceda result thereof. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year

Capital Expenditures. (a) Make The Borrower will not, and will not permit any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and of the Restricted Subsidiaries during each fiscal year set forth belowto, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of make any Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any other than Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Acquisitions that constitute Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure AmountExpenditures), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant of the Borrower to exceed the sum of (a) the greater of (i) $325,000,000 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 7.15(a10.11) is for such year shall have been used to make Capital Expenditures). 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 of Permitted Capital Expenditures permitted by Section 7.15(a) with respect to Expenditure Amount for such fiscal year, the amount 100% of such difference unused amount (the each such amount, a “Rollover Amountcarry-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 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 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 and (c) if the carry-forward amount available for any fiscal year is the sum of amounts carried forward 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 the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year shall have been used for such Capital Expenditures made in such fiscal year). In addition, in the next succeeding fiscal year; provided event that the Borrower and its Restricted Subsidiaries have made Capital Expenditures in any fiscal year shall of the Borrower in an amount equal to the maximum aggregate amount permitted to be counted against any Rollover Amount available with respect to made by the Borrower and its Restricted Subsidiaries during such fiscal year prior pursuant to being counted against the foregoing provisions of this Section 10.11 and so long as no Default or Event of Default then exists or would result therefrom, the Borrower and its Restricted Subsidiaries may utilize up to 50% of the applicable permitted scheduled Capital Expenditure amount as set forth above for the immediately succeeding fiscal year of the Borrower (the “carry-back amount”) to make additional Capital Expenditures in the then current fiscal year of the Borrower (which shall reduce the base amount set forth of Capital Expenditures permitted to be made in such succeeding fiscal year pursuant to this Section 7.15(a) with respect 10.11 by the carry-back amount so utilized). Notwithstanding anything herein to such the contrary, the aggregate amount of Capital Expenditures, including the sum of the carry-forward amount and the carry-back amount utilized in any fiscal year, made by the Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower shall not exceed $450,000,000.

Capital Expenditures. (a) Make or become legally obligated to make any Capital Expenditure Expenditure, except for (x) Capital Expenditures made by Ralcorp on behalf of the Borrower and its Subsidiaries prior to the Closing Date, (y) Capital Expenditures made in connection with the Canada Asset Transfer Transactions and (z) Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% the sum of (1) $40,000,000 in each Fiscal Year plus (2) so long as the Consolidated Leverage Ratio of the Borrower calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of the making of the Capital Expenditure after giving pro forma aggregate consolidated revenues effect to such Capital Expenditure as if it had been made on such last day 118 or such date (as applicable) would be less than 3.50:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the Acquired Entity or Business so acquired during the fiscal year making of such Acquired Entity or Business beginning after such Permitted Acquisition Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount); provided that if, in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) aboveany Fiscal Year, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) during such Fiscal Year is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year$40,000,000 (any remaining amount, the amount of such difference (the “Rollover CapEx Carryover Amount”) ), the Borrower and its Subsidiaries may be carried forward and used to make increase Capital Expenditures in the next immediately succeeding fiscal year; provided that Fiscal Year in an aggregate amount equal to such CapEx Carryover Amount. With respect to any Fiscal Year during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditures in any fiscal year Expenditure Amount applicable to each such Fiscal Year shall be counted against any Rollover Amount available with respect to increased by an amount (or a pro-rated portion of an amount, in the case of the Fiscal Year in which the Permitted Acquisition occurs) equal the product of (A) the consolidated revenues of the acquired entity or business for the Fiscal Year immediately preceding the consummation of such fiscal year prior to being counted against the base amount Permitted Acquisition as set forth in Section 7.15(athe Acquired Entity Financial Statements and (B) with respect to the quotient obtained by dividing (i) the sum of the CapEx/Revenue Ratio for the two Fiscal Years immediately preceding consummation of such fiscal yearPermitted Acquisition by (ii) two.

Capital Expenditures. The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, make any Capital Expenditure on any date during any of the fiscal years of the Borrower set forth below if (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate Cash Flow for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowperiod of 12 complete consecutive months ending on, the amount set forth opposite or most recently ended prior to, such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. date MINUS (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that sum of the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such 12 month period and the Restricted Subsidiaries in any fiscal year pursuant amount of such Capital Expenditure proposed to Section 7.15(a) is be made would be less than the maximum amount set forth below opposite such year: YEAR AMOUNT 1998 $140,000,000 1999 $145,000,000 2000 $155,000,000 2001 $165,000,000 2002 $175,000,000 2003 $185,000,000 2004 $195,000,000 2005 $205,000,000 2006 $215,000,000 PROVIDED that (x) to the extent the Borrower or any of Capital Expenditures permitted by Section 7.15(aits Subsidiaries shall sell or otherwise dispose of any capital asset in the ordinary course of business or receive insurance proceeds in respect of any capital asset that is the subject of a Casualty Event and, subject to the requirements of Sections 2.09(b), apply (or commit to apply) with respect the proceeds thereof within 365 days after such Disposition or reasonably promptly after such Casualty Event to such fiscal yearacquire a like capital asset, the amount of such difference proceeds so applied shall not be deemed to be a Capital Expenditure within the period in which such acquisition is made, (y) notwithstanding any of the “Rollover Amount”) foregoing, the Borrower and its Subsidiaries may be carried forward and used to make Capital Expenditures in an aggregate amount not exceeding $30,000,000 (as to the next succeeding Borrower and its Subsidiaries) during any fiscal year; provided that year of the Borrower and (z) notwithstanding any of the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures in respect of the Philadelphia Project in an aggregate amount not exceeding $50,000,000 (it being understood that the Borrower and its Subsidiaries may make Capital Expenditures in respect of the Philadelphia Project in excess of $50,000,000 to the extent permitted to be made under any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in other provisions of this Section 7.15(a) with respect to such fiscal year8.10).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year

Capital Expenditures. (a) Make The Borrower will not, and will not permit any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and of the Restricted Subsidiaries during each fiscal year set forth belowto, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of make any Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any other than Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Acquisitions that constitute Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure AmountExpenditures), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant of the Borrower to exceed the sum of (a) the greater of (i) $325,000,000 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 7.15(a10.11) is for such year shall have been used to make Capital Expenditures). 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 of Permitted Capital Expenditures permitted by Section 7.15(a) with respect to Expenditure Amount for such fiscal year, the amount 100% of such difference unused amount (the each such amount, a “Rollover Amountcarry-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 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 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 and (c) if the carry-forward amount available for any fiscal year is the sum of amounts carried forward 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 the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year shall have been used for such Capital Expenditures made in such fiscal year). In addition, in the next succeeding fiscal year; provided event that the Borrower and its Restricted Subsidiaries have made Capital Expenditures in any fiscal year shall of the Borrower in an amount equal to the maximum aggregate amount permitted to be counted against any Rollover Amount available with respect to made by the Borrower and its Restricted Subsidiaries during such fiscal year prior pursuant to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearforegoing provisions of this Section

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant of the Borrower to Section 7.15(aexceed the sum of (i) is less than the maximum amount set forth below for such fiscal year as the "Capital Expenditure Base Amount" for such year, and (ii) the Acquired CapEx Amount: Fiscal Year Ended Capital Expenditure Base Amount ----------------- ------------------------------- December 31, 2005 $13,500,000 December 31, 2006 $13,500,000 December 31, 2007 $14,000,000 December 31, 2008 $14,000,000 December 31, 2009 $14,000,000 December 31, 2010 $14,000,000 In addition to the foregoing, the aggregate amount of Capital Expenditures permitted made by the Borrower and its Subsidiaries for the four fiscal quarters ending June 30, 2005 shall not exceed $13,000,000. For purposes of this Section 7.15(a) 6.10, the "Acquired CapEx Amount", with respect to such any Acquired Entity, shall equal the product of (x) the aggregate amount of Capital Expenditures made by the Acquired Entity in the two fiscal yearyears prior to the date of the Permitted Acquisition and (y) 0.50. (b) The amount of permitted Capital Expenditures set forth in paragraph (a) above (as adjusted in accordance with the terms thereof) in respect of any fiscal year commencing with the fiscal year ending on January 1, 2005, shall be increased (but not decreased) by the amount of such difference (the “Rollover Amount”) may be carried forward and used to make unused permitted Capital Expenditures in for the next succeeding two immediately preceding fiscal yearyears; provided provided, that Capital Expenditures in made pursuant to this Section during any fiscal year shall be counted against any Rollover Amount available with deemed made, first, in respect of amounts carried over from the fiscal year two years prior thereto pursuant to the preceding sentence, second, in respect of amounts carried over from the immediately prior fiscal year pursuant to the preceding sentence, and, third, in respect of amounts permitted for such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearas provided above.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiary Parties to make, any Capital Expenditure except for Capital Expenditures not exceeding, in that would cause the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite of all such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries its Subsidiary Parties in any fiscal year pursuant period set forth below to Section 7.15(aexceed the amount set forth below for such period: Fiscal Year Amount 1998 $100,000,000 1999 $125,000,000 2000 $125,000,000 2001 $125,000,000 2002 $125,000,000 2003 $125,000,000 2004 $125,000,000 2005 $125,000,000 provided, that: (i) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal yearbeginning in Fiscal Year 1999, the amount set forth in the table above shall be reduced for such Fiscal Year to an amount equal to the product of (x) such difference amount and (y) a fraction (not greater than 1) the “Rollover Amount”numerator of which is EBITDA as of the end of the immediately preceding Fiscal Year and the denominator of which is $125,000,000; 74 NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement (ii) may the Acquisition shall not be carried forward and used subject to the limitations of this Section 5.02(b)(xi); (iii) notwithstanding the foregoing limitation on Capital Expenditures, the Borrower shall be permitted to make Capital Expenditures in constituting the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall purchase of restaurants operated or to be counted against any Rollover Amount available operated by the Borrower or its Subsidiary Parties and with respect to which the Borrower or its Subsidiary Parties has the United States franchising rights therefor, or franchised or to be franchised by the Borrower or its Subsidiary Parties ("Restaurant Acquisition CapEx"), and such fiscal year prior to being counted Restaurant Acquisition CapEx shall not be applied against the base permitted Capital Expenditures amounts set forth above from (A) Net Cash Proceeds and (B) otherwise to the extent that (x), when aggregated with the amount of Investments made pursuant to Section 5.02(b)(v)(G), such Restaurant Acquisition CapEx does not exceed in an aggregate amount from the date of the Initial Extension of Credit (I) $50,000,000 through and including December 31, 2000 and (II) thereafter $100,000,000, and (y) immediately before and after giving effect thereto, no event that, with the giving of notice or passage of time or both would become a Term Facility Event of Default, shall have occurred and be continuing or would result therefrom; and (iv) the amount set forth in Section 7.15(athe table above for any Fiscal Year shall be reduced by an amount equal to the product of (A) with respect to the Excess Lease Obligations for such fiscal yearFiscal Year and (B) 8.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year.

Capital Expenditures. (a) Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, made by any Loan Party or any of its Subsidiaries in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year any period set forth below, below to exceed the amount set forth opposite below for such fiscal year: period (it being understood that such amounts set forth below do not include amounts expended for acquisitions permitted under Section 5.02(f)): provided, however that (A) if, for any Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that set forth above, the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of specified above for such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Borrower Holdings and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to during such fiscal year, Fiscal Year (the amount of such difference (excess being the “Rollover "Excess Amount”) may "), Holdings and its Subsidiaries shall be carried forward and used entitled to make additional Capital Expenditures in the next immediately succeeding fiscal year; provided that Capital Expenditures Fiscal Year in an amount (such amount being referred to herein as the "Carryover Amount") equal to the lesser of (i) the Excess Amount and (ii) 25% of the amount specified above for such immediately preceding Fiscal Year and (B) any fiscal year shall amounts expended in respect of the acquisition of project registration files or intellectual property made in each case in connection with the PST Project, up to an aggregate amount expended after the Closing Date not in excess of $45,000,000, will not be counted against any Rollover Amount available with respect to included in the amounts specified above for such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearFiscal Year.

Capital Expenditures. (a) Make any A. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Maintenance Capital Expenditure except for Capital Expenditures not exceedingExpenditures, in any Fiscal Year, in an aggregate amount in excess of $5,000,000 (the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below“Maximum Maintenance CapEx Amount”); provided, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided however, that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall Maximum Maintenance CapEx Amount may be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% the excess, if any, of the pro forma aggregate consolidated revenues Maximum Maintenance CapEx Amount (as adjusted in accordance with this proviso) for the previous Fiscal Year over the actual amount of the Acquired Entity Maintenance Capital Expenditures for such previous Fiscal Year, up to a maximum increase of $5,000,000 in any Fiscal Year. B. Borrower shall not, and shall not permit its Subsidiaries to, make or Business so acquired during incur Expansion Capital Expenditures unrelated to the fiscal year Expansion Project, in any Fiscal Year, in an aggregate amount in excess of such Acquired Entity or Business beginning after such Permitted Acquisition $3,000,000 (such amount, the “Acquired Annual Capital Expenditure Maximum Other Expansion CapEx Amount”) and (ii) may); provided, at however, that the option of the Borrower, Maximum Other Expansion CapEx Amount may be increased by an amount equal to the excess, if any, of the Maximum Other Expansion CapEx Amount (as adjusted in accordance with this proviso) for the previous Fiscal Year over the actual amount of the Expansion Capital Expenditures unrelated to the Expansion Project for such previous Fiscal Year, up to 25% a maximum increase of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), $3,000,000 in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedany Fiscal Year. (b) Notwithstanding anything C. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures in connection with the Expansion Project in an aggregate amount in excess of $75,000,000, provided, however, Borrower may, and may permit its Subsidiaries to, make or incur Expansion Capital Expenditures in excess of $75,000,000 to pay for cost overruns incurred in connection with the contrary contained in clause (a) above, Expansion Project to the extent that of the aggregate amount net proceeds received by Borrower in connection with incurrence of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearSubordinated PIK Indebtedness.

Capital Expenditures. Make or commit to make any Capital Expenditure, Product Development Expenditure, Franchise Acquisition Expenditure or New Center Expenditures, except (a) Make any Capital Expenditure except for Capital Expenditures and Product Development Expenditures (excluding Capital Expenditures referred to in clause (b) of this Section) of the Borrower and its Subsidiaries in the ordinary course of business not exceeding, exceeding in the aggregate $20,000,000 for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option 2006 of the Borrower, $22,500,000 for fiscal year 2007 of the Borrower and $25,000,000 for each of fiscal years 2008 and thereafter and (b) Franchise Acquisition Expenditures and New Center Expenditures of the Borrower and its Subsidiaries not exceeding (i) if on the date of any such expenditure the Consolidated Leverage Ratio most recently reported pursuant to Section 6.2(b) is greater than 3.25:1.00, $10,000,000 in the then current fiscal year of the Borrower, (ii) if such Consolidated Leverage Ratio is greater than 2.75:1.00 but equal to or less than 3.25:1.00, $15,000,000 in such fiscal year and (iii) otherwise, $25,000,000 in such fiscal year; provided, that (x) any such amount referred to in Section 7.7(a) above, if not so expended in the fiscal year for which it is permitted, may be increased by up to 25% of carried over for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year’s ) and any Capital Expenditure limit (Expenditures or Product Development Expenditures, as increased by the Acquired Annual Capital Expenditure Amount)case may be, in such next succeeding fiscal year shall respectively be deemed made first in respect of such carried over amounts and (y) any such amount referred to in Section 7.7(b) above, if not so expended in the fiscal year for which case the base amount that it is permitted, may be expended carried over in an amount not to exceed $5,000,000 for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year) and any Franchise Acquisition Expenditures or New Center Expenditures in such next succeeding fiscal year shall be correspondingly reduced. deemed made first in respect of such carried over amount (b) Notwithstanding anything to it being understood, that for the contrary contained in clause (a) above, to purposes of determining the extent that the aggregate carry-over amount from any initial fiscal year of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in into the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year , reference shall be counted against made to the Consolidated Leverage Ratio at the end of such initial fiscal year). Notwithstanding the foregoing, the Borrower and its Subsidiaries shall not be permitted to make any Rollover Amount available with respect Franchise Acquisition Expenditure or any New Center Expenditure, in the event that, after giving effect to such fiscal year prior to being counted against Franchise Acquisition Expenditure or such New Center Expenditure on the base amount set forth in date of such expenditure, availability under Section 7.15(a) with respect to such fiscal year2.4 hereof is less than $15,000,000.”

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during For each fiscal year Fiscal Year set forth below, make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Capital Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all such Capital Expenditures arising from purchases made or Capitalized Leases entered into by the Loan Parties and their Subsidiaries in such Fiscal Year to exceed the exceed the amount set forth opposite below corresponding to such fiscal yearFiscal Year: Fiscal Year Amount 2010 2005 and each Fiscal Year thereafter $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 22,500,000 ; provided provided, that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after if at the consummation end of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountFiscal Year set forth above, the “Acquired Annual amount specified above for Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Expenditures during such Fiscal Year exceeds the aggregate amount of Capital Expenditures actually made or incurred by the Borrower and the Restricted Borrowers or any of their Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to on a consolidated basis during such fiscal year, Fiscal Year (the amount of such difference excess being referred to herein as the “Excess Amount”), the Loan Parties shall be entitled to make additional Capital Expenditures in any succeeding Fiscal Year in an aggregate amount equal to the lesser of (A) 50% of such Excess Amount and (B) $3,000,000 and (ii) Capital Expenditures made pursuant to this Section 8.02(g) during any Fiscal Year shall be deemed made first, in respect of amounts permitted for such Fiscal Year as provided above (without giving effect to amounts carried over from any prior Fiscal Year pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from any prior Fiscal Year pursuant to clause (i) above. If at the end of any Fiscal Year set forth above, the Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Fiscal Year exceeds the Projected Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Fiscal Year (the amount of such excess being referred to herein as the “Rollover EBITDA Excess Amount”) may ), then the Loan Parties shall be carried forward and used entitled to make additional Capital Expenditures in the next succeeding fiscal year; Fiscal Year in an aggregate amount equal to the lesser of (x) 25% of such EBITDA Excess Amount and (y) $3,000,000, provided that that, notwithstanding the foregoing, Capital Expenditures in made pursuant to this Section 8.02(g) during any fiscal year Fiscal Year shall be counted against deemed made first, in respect of amounts permitted for such Fiscal Year as provided above (without giving effect to (I) amounts carried over from any Rollover prior Fiscal Year pursuant to clause (i) above or (II) any increases in the amounts specified above in respect of the EBITDA Excess Amount), second, in respect of the Excess Amount available with carried over from any prior Fiscal Year pursuant to clause (i) above, and third, in respect to of the EBITDA Excess Amount for such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearFiscal Year.

Capital Expenditures. (a) Make Holdings and the Borrower will not, and will not permit any of the Subsidiaries to, make any Capital Expenditure except for Expenditures that would cause the aggregate amount of such Capital Expenditures not exceeding, in the aggregate for made by the Borrower and the Restricted Subsidiaries during each in any fiscal year set forth belowof the Borrower (i) (A) ending on or before December 31, 1999, to exceed $65,000,000 and (B) ending thereafter to exceed $70,000,000 if both Acquisitions are consummated by December 31, 1999, (ii) to exceed $30,000,000 in any fiscal year if the ATU Acquisition is not consummated by December 31, 1999, or (iii) to exceed (A) $35,000,000 in any fiscal year ending on or before December 31, 2001 and (B) $37,500,000 in any fiscal year ending thereafter if the PTI Acquisition is not consummated by December 31, 1999, provided that (x) expenditures made in connection with the replacement, substitution or restoration of assets (i) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced or restored or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (y) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time and (z) the purchase price of plant, property or equipment made within one year of the sale of any asset to the extent purchased for an aggregate amount not in excess of the amount of the net cash proceeds of such sale shall not be included in the calculation of Capital Expenditures pursuant to this Section 6.14. (b) Notwithstanding the foregoing, the amount set forth opposite such Borrower may in any fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that , upon written notice to the Admin- 121 istrative Agent, increase the amount of Capital Expenditures permitted to be made in respect of any during such fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in pursuant to this Section 6.14 by an amount equal to 10% the lesser of (i) the pro forma aggregate consolidated revenues total unused amount of Capital Expenditures permitted to be made pursuant to this Section 6.14 for the Acquired Entity or Business so acquired during the immediately preceding fiscal year (minus the amount of any unused Capital Expenditures permitted to be made pursuant to this Section 6.14 that were carried forward to such Acquired Entity or Business beginning after such Permitted Acquisition preceding fiscal year pursuant to this paragraph (such amount, the “Acquired Annual Capital Expenditure Amount”b)) and (ii) may, at the option of the Borrower, be increased by up to 2550% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by to be made pursuant to this Section 7.15(a) with respect to such 6.14 for the immediately preceding fiscal year, year (minus the amount of such difference (the “Rollover Amount”) may any unused Capital Expenditures permitted to be made pursuant to this Section 6.14 that were carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any such preceding fiscal year shall be counted against any Rollover Amount available with respect pursuant to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearthis paragraph (b)).

Capital Expenditures. (a) Make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each in any fiscal year of Holdings (or, in the case of the fiscal year ending December 31, 2011, for the period from the Closing Date through December 31, 2011), the thresholds set forth below, in the amount set forth table below opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 8,000,000 2012 $ 150,000,000 12,500,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.12,500,000 2014 $ 12,500,000 2015 $ 12,500,000 2016 $ 12,500,000 (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (before giving effect to any increase in such amount pursuant to this clause (b)), the amount of such difference (the “Rollover Amount”) may be carried forward one time and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year after being counted against any Rollover Amount available with respect to such fiscal year prior year. (c) Notwithstanding anything to being counted against the base contrary contained in clauses (a) and (b) above, the Borrower and the Subsidiaries may make additional Capital Expenditures in an aggregate amount set forth in equal to the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances received after the Closing Date that are not otherwise applied (or required to be applied) (i) to prepay the Loans pursuant to Section 7.15(a2.05(a) with respect or 2.05(b)(iv), (ii) to such fiscal yearreduce the Revolving Credit Commitments pursuant to Section 2.06(b), (iii) to make an Investment pursuant to Section 7.02(m) or (iv) to prepay Second Lien Loans pursuant to Section 7.13(a).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the The Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries during each fiscal year set forth belowto, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of make any Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any other than Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Acquisitions that constitute Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure AmountExpenditures), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant of the Borrower (including the whole fiscal year of 2004) to exceed the greater of (a) 5% of net sales of the Borrower and the Restricted Subsidiaries for the immediately preceding fiscal year (as set forth in the Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) 9.1 Financials with respect to such fiscal year) and (b) $75,000,000 (such greater amount, subject to the last paragraph of this Section 10.11, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year of the Borrower subsequent thereto (to the extent the Permitted Capital Expenditure Amount for such subsequent fiscal year is established based on clause (b) of the definition of such term), the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the greater of (i) 110% of the amount of capital expenditures (determined in accordance with GAAP) made by the Acquired Entity or Business for the twelve month period immediately preceding the consummation of such difference Permitted Acquisition and (ii) 5% of the net sales of the Acquired Entity or Business for such twelve month period (as set forth in the audited financial statements of such Acquired Entity or Business for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such Acquired Entity or Business delivered to the Borrower by such Acquired Entity or Business or the seller thereof in connection with such Permitted Acquisition) (such greater amount, the “Rollover Acquired Permitted Capital Expenditure Amount”); provided further that, with respect to the fiscal year of the Borrower during which any such Permitted Acquisition occurs, the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year of the Borrower and the denominator of which is 365. Notwithstanding anything to the contrary in the preceding paragraph, to the extent that Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year (after giving effect to any increase in such amount pursuant to the first and second provisos in the preceding paragraph), 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward and used utilized to make Capital Expenditures in the next immediately succeeding fiscal year; provided that year and/or the second succeeding fiscal year following the fiscal year in which such carry-forward amount arose. Notwithstanding the foregoing, the aggregate amount available for Permitted Capital Expenditures in for any fiscal year shall be counted against reduced at the time of and in the amount of any Rollover Amount available with respect Investment made pursuant to such fiscal year prior to being counted against the base amount set forth in clause (B) of Section 7.15(a10.5(i) with respect to during such fiscal year.

Capital Expenditures. (a) Make any Capital Expenditure except for Borrowers shall not directly or indirectly, make or commit to make, whether through purchase, capital leases or otherwise, Capital Expenditures not exceeding, on a non-cumulative basis in excess of a total aggregate amount of $25,000,000 (the "Base Amount") during any fiscal year of Borrowers (exclusive of mandatory Capital Expenditures for avionics improvements or compliance prescribed by the FAA or Federal Aviation Act Laws of up to the aggregate for amount 100 of $7,000,000 during the Borrower and term hereof); provided, that, (i) if the Restricted Subsidiaries aggregate amount of Capital Expenditures expended by Borrowers during each the fiscal year set forth belowof Borrowers ending December 31, 2004, is less than the amount set forth opposite Base Amount for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that , then the amount of Capital Expenditures permitted to be made expended pursuant to this Section 9.19 in respect the immediately succeeding fiscal year of Borrowers and Guarantors shall be increased by the lesser of (A) such shortfall and (B) $6,000,000 and (ii) if the aggregate amount of Capital Expenditures expended by Borrowers during any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during thereafter, commencing with the fiscal year of Borrowers ending December 31, 2005 is less than the Base Amount for such Acquired Entity or Business beginning after such Permitted Acquisition (such amountfiscal year, then the “Acquired Annual amount of Capital Expenditure Amount”) Expenditures permitted to be expended pursuant to this Section 9.19 in the immediately succeeding fiscal year of Borrowers and (ii) may, at the option of the Borrower, Guarantors shall be increased by up to 25% the lesser of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedA) such shortfall and (B) $12,500,000. (b) Notwithstanding anything to the contrary contained set forth in clause this Loan Agreement (aincluding Section 9.19(a) above) or any of the other Financing Agreements, Blade and Disk Expenditures (as hereinafter defined) and Back to Birth Expenditures (as hereinafter defined) shall not constitute Capital Expenditures for purposes of calculating compliance with Section 9.19(a) above except: (i) in the case of Blade and Disk Expenditures, to the extent that such expenditures exceed $15,000,000 in the aggregate amount during the term hereof and (ii) in the case of Back to Birth Expenditures, to the extent such expenditures exceed $8,000,000 in the aggregate during the term hereof. For purposes of this Section 9.19(b), "Blade and Disk Expenditures" shall mean Capital Expenditures made by the Borrower to address under-platform cracking, including blade and the Restricted Subsidiaries in any fiscal year pursuant disk replacement, required for CF6-80C2 Engines. For purposes of this Section 9.19(b), "Back to Section 7.15(a) is less than the maximum amount of Birth Expenditures" shall mean Capital Expenditures permitted to resolve issues related to any failure by Section 7.15(a) Atlas Air to maintain with respect to such fiscal year, any Part (as defined in the amount Aircraft Credit Facility Agreement) records dating back to the date of manufacture of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearPart.

Capital Expenditures. (a) Make The Company will not, and will not permit any of its Subsidiaries or Material Joint Ventures to, make any Capital Expenditure Expenditures, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries that during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountCompany, the “Acquired Annual Company and its Subsidiaries and Material Joint Ventures may make Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (Expenditures so long as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Company and the Restricted its Wholly-Owned Subsidiaries in any such fiscal year pursuant when added to Section 7.15(a) is less than the maximum amount Company's Allocable Share of the Capital Expenditures permitted made by Section 7.15(a) with respect to its Material Joint Ventures for such fiscal year, does not exceed an amount equal to 6% of Total Hotel Revenues for such fiscal year. Notwithstanding anything to the contrary contained above, to the extent that Capital Expenditures made during any fiscal year of the Company are less than the amount of permitted to be made for such difference (the “Rollover Amount”) fiscal year as set forth above such unused amount may be carried forward to the immediately succeeding fiscal year and utilized to make Capital Expenditures of the type permitted above in this Section 10.07 in excess of the amount permitted above in the following fiscal year, provided that (x) any amounts carried forward from the immediately preceding fiscal year shall be deemed to be utilized during the current fiscal year before the relevant amount for such current fiscal year shall be deemed to be utilized C/M 11752.0000 414856.1 to make Capital Expenditures during such fiscal year and (y) no amounts once carried forward to the next fiscal year may be carried forward to fiscal years thereafter. In addition to the foregoing, the Company and its Subsidiaries may make additional Capital Expenditures to the extent that any Permitted Hotel Acquisition made as permitted by Section 10.02(ix) and/or 10.05(viii) constitutes Capital Expenditures. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 10.07 and the following clause (c) of this Section 10.07, the amount of insurance proceeds received by the Company and its Subsidiaries from any Recovery Event may be used by the Company and its Subsidiaries to make Capital Expenditures to replace or restore any properties or assets in respect of which such proceeds were paid, in each case to the extent such proceeds are not used to make Permitted Hotel Acquisitions or are not required to be applied pursuant to Section 3.03(d), provided that any proceeds that are so used to make Capital Expenditures pursuant to this clause (b) are, to the extent required by Section 3.03(d) used within the period of time as is set forth in such Section 3.03(d). (c) In addition to the next succeeding fiscal year; provided that Capital Expenditures permitted to be made pursuant to clauses (a) and (b) of this Section 10.07, the Company and its Wholly-Owned Subsidiaries may make Capital Expenditures in any fiscal year of the Company beginning with its fiscal year commencing on January 1, 1997 in an amount equal to the Cumulative Retained Residual Excess Cash Amount as in effect immediately prior to the making of the respective Capital Expenditure. (d) The Company may consummate the Canadian Acquisition for a purchase price (including assumed debt but excluding fees relating thereto) not to exceed C$98,000,000, and such amounts so expended shall not be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against as expenditures under paragraph (a) above. (e) The Company may make the base amount Capital Expenditure set forth in Section 7.15(aon Schedule XII, and such amounts shall not be counted as expenditures under paragraph (a) with respect to such fiscal yearabove.

Capital Expenditures. (a) Make any Capital Expenditure except for The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures not exceedingduring each of the Fiscal Years set forth below to be, in the aggregate for aggregate, in excess of the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the maximum amount set forth opposite below for such fiscal yearFiscal Year: Fiscal Year Amount FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $ 50.0 December 31, 2008 $ 50.0 December 31, 2009 $ 50.0 December 31, 2010 $ 135,000,000 50.0 December 31, 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that 50.0 Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and up to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 1050% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year by such amount), (ii) Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. above (without giving effect to the carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to Section 7.15(aclause (i) is less than above, (iii) the maximum amount of Capital Expenditures permitted set forth above may be increased by Section 7.15(aan additional amount not exceeding, in the aggregate, $10,000,000 on or after the Effective Date, (iv) with respect to such fiscal yearfor each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such difference Permitted Acquisition (as determined in financial statements for the “Rollover Amount”) may be carried forward and used to make Capital Expenditures Proposed Acquisition prepared in accordance with the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount standards set forth in Section 7.15(a6.1(b) with respect to (Financial Statements) and (v) such fiscal yearCapital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. Holdings and its Consolidated Subsidiaries shall not expend, in Capital Expenditures, more than Four Million Dollars (a$4,000,000), in the aggregate, for all such expenditures in any one Fiscal Year. Notwithstanding the foregoing, Holdings and/or its Consolidated Subsidiaries may expend, in Capital Expenditures, up to Ten Million Dollars ($10,000,000) Make any in the aggregate, for all such expenditures in Fiscal Year 2004. In addition, in the event that Holdings and its Consolidated Subsidiaries expends, in Capital Expenditure except Expenditures, less than Ten Million Dollars ($10,000,000) in the aggregate, for all such expenditures during Fiscal Year 2004, then the difference between Ten Million Dollars ($10,000,000) and the actual amount of all such Capital Expenditures in Fiscal Year 2004 shall be added to the Four Million Dollar ($4,000,000) limitation for Capital Expenditures not exceedingfor Fiscal Year 2005, in so that the aggregate maximum amount of permitted Capital Expenditures for Fiscal Year 2005 will be the Borrower sum of (i) Four Million Dollars ($4,000.000), plus (ii) the difference between Ten Million Dollars ($10,000,000) and the Restricted actual amount of all Capital Expenditures of Holdings and its Consolidated Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: for Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that 2004. As used herein, "Capital Expenditures" shall mean all expenditures made in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, having a useful life of more than one (1) year, including, without limitation, those arising in connection with the direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. Notwithstanding the foregoing, for purposes of measuring Holdings' and its Consolidated Subsidiaries' compliance with the limitations on Capital Expenditures in this Section 7.2, any cash proceeds received from the sale of fixed assets during any Fiscal Year shall reduce and offset the amount of Capital Expenditures permitted to be made in respect for Holdings and its Consolidated Subsidiaries for that Fiscal Year. "Capital Leases" shall mean any leases of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount)property that, in which case accordance with GAAP, should be reflected as liabilities on the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedbalance sheet of a Person. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, exceeding an amount equal to the sum of (x) in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowbelow (or in the case of the Borrower’s 2006 fiscal year, the period from the Closing Date to September 30, 2006), the amount set forth opposite such fiscal yearyear or period, as the case may be (such amount, the “Permitted Capital Expenditure Amount”) and (y) the Available Amount: Closing Date to September 30, 2006 $ 6,000,000 2007 Fiscal Year Amount $ 14,000,000 2008 Fiscal Year $ 15,000,000 2009 Fiscal Year $ 16,000,000 2010 Fiscal Year $ 135,000,000 17,000,000 2011 Fiscal Year $ 140,000,000 18,000,000 2012 Fiscal Year $ 150,000,000 18,000,000 2013 Fiscal Year $ 155,000,000 18,000,000 ; provided that the amount of the Permitted Capital Expenditures Expenditure Amount permitted to be made in respect of any fiscal year (i) or period shall be increased after the consummation of any Permitted Acquisition in an amount equal to 105% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year or period of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year or period pursuant to Section 7.15(a7.16(a)(x) is less than the maximum amount of Permitted Capital Expenditures Expenditure Amount permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear or period, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next immediately succeeding fiscal yearyear or period; provided that Capital Expenditures in any fiscal year or period shall be counted against the Permitted Capital Expenditure Amount respect to such fiscal year or period prior to being counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearor period.

Capital Expenditures. (ai) Make The Borrower shall not make or incur, and shall not permit any of its Subsidiaries to make or incur, any Capital Expenditure except for Expenditures, except, subject to subsections (ii) and (iii) below, Capital Expenditures of the Borrower CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT and its Subsidiaries in an aggregate amount not exceedingin excess of the sum of (I) $85,000,000, in plus (II) the EBITDA CapEx Amount for such fiscal year, plus (III) the amount of Net Sale Proceeds for Asset Dispositions occurring during such fiscal year not required to be applied to reduce the Loans pursuant to Section 2.12. If the aggregate amount of Capital Expenditures made or incurred during any fiscal year of the Borrower is less than the amount (as reduced, if applicable) permitted to be made or incurred pursuant to the immediately preceding sentence, then the maximum amount for the following fiscal year of the Borrower and the Restricted its Subsidiaries during each (but not any subsequent fiscal year set forth belowof the Borrower) shall be increased by the amount of such difference. For the avoidance of doubt, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the maximum aggregate amount of Capital Expenditures permitted to be made in respect of any or incurred for fiscal year (i) 2008 shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% the difference between (A) the maximum amount of Capital Expenditures permitted to be made or incurred by the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired Borrower during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”2007 as determined pursuant to this Section 7.1(e)(i) and (iiB) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made or incurred by the Borrower and the Restricted Subsidiaries in any during fiscal year 2007. (ii) [Reserved] (iii) Notwithstanding any other provision of this Section 7.1(e), if at any time the Unused Portion of the Revolving Loans shall be less than $15,000,000, and until such time as such Unused Portion has been restored to at least $15,000,000, 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 Section 7.1(e) and made or incurred pursuant to Section 7.15(a) is less than the maximum amount of contractual commitments to make or incur such Capital Expenditures permitted entered into by Section 7.15(a) with respect to the Borrower or any of its Subsidiaries at a time when such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearUnused Portion was at least $15,000,000).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2006 $ 27,500,000 2007 $ 17,500,000 2008 $ 12,500,000 2009 $ 13,500,000 2010 $ 135,000,000 13,500,000 2011 $ 140,000,000 14,000,000 2012 $ 150,000,000 14,500,000 2013 $ 155,000,000 15,000,000 ; provided that the amount of Capital Expenditures permitted to be made for each Permitted Acquisition consummated in respect of any fiscal year, the maximum amounts set forth above for such fiscal year (i) and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Acquisition for the last four full fiscal year quarters preceding the date of consummation of such Permitted Acquisition as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amountprepared in accordance with the standards set forth in Section 6.01; provided, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by further that up to 25% an additional $25,000,000 of Capital Expenditures in the next succeeding fiscal year’s Capital Expenditure limit (as increased by aggregate after the Acquired Annual Capital Expenditure Amount), in which case the base amount that Closing Date may be expended for made to the next succeeding fiscal year shall be correspondingly reducedextent in connection with Projects. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (without giving effect to the second proviso to Section 7.16(a)) (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).

Capital Expenditures. The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, make any Capital Expenditure on any date during any of the fiscal years of the Borrower set forth below if (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate Cash Flow for the Borrower and the Restricted Subsidiaries during each fiscal year set forth belowperiod of 12 complete consecutive months ending on, the amount set forth opposite or most recently ended prior to, such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. date MINUS (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that sum of the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such 12 month period and the Restricted Subsidiaries in any fiscal year pursuant amount of such Capital Expenditure proposed to Section 7.15(a) is be made would be less than the maximum amount set forth below opposite such year: YEAR AMOUNT ---- ------ 1997 $125,000,000 1998 $140,000,000 1999 $155,000,000 2000 $170,000,000 2001 $190,000,000 2002 $210,000,000 PROVIDED that (x) to the extent the Borrower or any of Capital Expenditures permitted by Section 7.15(aits Subsidiaries shall sell or otherwise dispose of any capital asset CREDIT AGREEMENT in the ordinary course of business or receive insurance proceeds in respect of any capital asset that is the subject of a Casualty Event and, subject to the requirements of Sections 2.09(b) with respect and (c) hereof, apply (or commit to apply) the proceeds thereof within 180 days after such fiscal yearDisposition or reasonably promptly after such Casualty Event to acquire a like capital asset, the amount of such difference proceeds so applied shall not be deemed to be a Capital Expenditure within the period in which such acquisition is made, (y) notwithstanding the “Rollover Amount”foregoing, the Borrower and its Subsidiaries may make Capital Expenditures of up to $20,000,000 (as to the Borrower and its Subsidiaries) during any fiscal year of the Borrower and (z) in addition to the foregoing, the Borrower and its Subsidiaries may be carried forward and used to make Capital Expenditures in respect of a printing facility in the next succeeding fiscal year; provided area in and surrounding Philadelphia, Pennsylvania of up to $25,000,000 (as to the Borrower and its Subsidiaries) (it being understood that the Borrower and its Subsidiaries may make Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect of such printing facility in excess of $25,000,000 to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearextent permitted above).

Capital Expenditures. A. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Maintenance Capital Expenditures, in any Fiscal Year, in an aggregate amount in excess of the greater of (i) $10,000,000 and (ii) 5% of the gross revenues of Borrower and its Subsidiaries in such Fiscal Year (the “Maximum Maintenance CapEx Amount”); provided, however, that the Maximum Maintenance CapEx Amount may be increased by an amount equal to the excess, if any, of the Maximum Maintenance CapEx Amount (as adjusted in accordance with this proviso) for the previous Fiscal Year over the actual amount of the Maintenance Capital Expenditures for such previous Fiscal Year, up to a maximum increase of $4,000,000 in any Fiscal Year. B. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures unrelated to the Expansion Project or the Sewer District Purchase, in any Fiscal Year, in an aggregate amount in excess of $3,000,000 (the “Maximum Other Expansion CapEx Amount”); provided, however, that the Maximum Other Expansion CapEx Amount may be increased by an amount equal to the excess, if any, of the Maximum Other Expansion CapEx Amount (as adjusted in accordance with this proviso) for the previous Fiscal Year over the actual amount of the Expansion Capital Expenditures unrelated to the Expansion Project for such previous Fiscal Year, up to a maximum increase of $3,000,000 in any Fiscal Year. C. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures in connection with the Expansion Project (excluding the Sewer District Purchase) in an aggregate amount in excess of (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that $80,000,000 plus (b) the amount of Capital Expenditures permitted to be made or incurred pursuant to subsection 7.8D (without giving effect to clause (b) of subsection 7.8D), but not so made or incurred; provided, however, Borrower may, and may permit its Subsidiaries to, make or incur Expansion Capital Expenditures in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% excess of the pro forma aggregate consolidated revenues sum of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition clauses (such amount, the “Acquired Annual Capital Expenditure Amount”a) and (iib) may, at above to pay for cost overruns incurred in connection with the option Expansion Project to the extent of the Borrower, be increased net proceeds received by up to 25% Borrower in connection with the incurrence of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedSubordinated PIK Indebtedness. D. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Public Improvement Capital Expenditures in connection with the Expansion Project in an aggregate amount in excess of (a) $22,000,000 plus (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(ato be made or incurred pursuant to subsection 7.8C (without giving effect to clause (b) with respect to such fiscal yearof subsection 7.8C) but not so made or incurred, less (c) the aggregate principal amount of such difference (the “Rollover Amount”) Indebtedness incurred pursuant to subsection 7.1(vii); provided, however, Borrower may, and may be carried forward and used to permit its Subsidiaries to, make or incur Public Improvement Capital Expenditures in excess of the next succeeding fiscal yearresult of clauses (a), (b) and (c) above to pay for cost overruns incurred in connection with the Expansion Project to the extent of the net proceeds received by Borrower in connection with the incurrence of the Subordinated PIK Indebtedness. E. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures in connection with the Sewer District Purchase in an aggregate amount in excess of $15,000,000; provided that Capital Expenditures after giving effect to the Sewer District Purchase (i) Borrower and Guarantors are in any fiscal year shall be counted against any Rollover Amount available pro forma compliance with respect to such fiscal year prior to being counted against the base amount financial covenants set forth in Section 7.15(asubsection 7.6 and (ii) with respect Borrower and Guarantors maintain sufficient liquidity, in the reasonable judgment of Administrative Agent, to such fiscal yearcomplete the Expansion Project and the Public Improvements.

Capital Expenditures. (a) Make Acquire or contract to acquire any fixed asset or make any other Capital Expenditure except for if the aggregate purchase price and other acquisition costs of all such fixed assets acquired and other Capital Expenditures not exceeding, in made by the aggregate for the Borrower and the Company or any of its Restricted Subsidiaries during each any fiscal year set forth belowof the Company would exceed, on a consolidated basis, an amount equal to $37,500,000 for the amount set forth opposite fiscal year of the Company ending March 31, 1999, $47,000,000 for the fiscal year of the Company ending March 31, 2000, or $50,000,000 for any fiscal year thereafter, plus the sum of (i) 20% of the net book value, or, if appraisals of such fixed assets have been obtained, 15% of the orderly liquidation value of such fixed assets which consist of equipment and of the fair market value of real property which consists of real estate (in each case, as determined by an appraisal acceptable to the Agent) acquired in an Acquisition (other than the Cofimeta Acquisition) permitted hereunder by the Company and its Restricted Subsidiaries, to be added as of the effective date of such Acquisition (and on a pro rata basis for the fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that year in which such Acquisition occurs), plus (ii) the amount of Capital Expenditures permitted to be made in respect of any allowed for the previous fiscal year (i) shall be increased after with giving effect to any increase in the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during thereof caused by this clause (ii), commencing with the fiscal year ending March 31, 1999) minus the amount of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountactual Capital Expenditures for the previous fiscal year. For purposes of this Section 5.2(k), the “Acquired Annual Permitted Mexican Manufacturing Facility Expenditures shall not be considered Capital Expenditure Amount”Expenditures or an Acquisition; provided that the Company represents and agrees that (x) the aggregate Permitted Mexican Manufacturing Facility Expenditures will completely acquire, construct and equip the Mexican Manufacturing Facility and will not exceed $65,000,000, (y) Permitted Mexican Manufacturing Facility Expenditures for the acquisition of machinery and equipment shall be limited to the equipment described in writing by the Company to the Agent prior to the Effective Date and (iiz) may, at neither the option Company nor any of the Borrower, be increased by up to 25% its Subsidiaries will transfer any assets of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything any kind to the contrary contained in clause (a) above, Mexican Subsidiaries except to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures described in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(aforegoing clauses (x) with respect to such fiscal yearand

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures The Borrower shall not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that permit the aggregate amount of Capital Expenditures made by the Borrower and the its Restricted Subsidiaries to exceed U.S. $50,000,000 in any fiscal year pursuant to Section 7.15(a) is year, provided that if the aggregate amount of Capital Expenditures for any Qualifying Fiscal Year shall be less than U.S. $50,000,000, then 50% of the maximum shortfall shall be added to the amount of Capital Expenditures permitted for the immediately succeeding (but not any other) Qualifying Fiscal Year and, for purposes hereof, the amount of Capital Expenditures made during any Qualifying Fiscal Year shall be deemed to have been made first from the permitted amount for such Qualifying Fiscal Year and last from the amount of any carryover from any previous Qualifying Fiscal Year. For purposes hereof, a "Qualifying Fiscal Year" shall mean the fiscal year ending on or nearest to January 3, 2004, and each fiscal year thereafter. Notwithstanding the foregoing, (a) if, to the extent the aggregate amount of Capital Expenditures made during any fiscal year shall exceed the aggregate amount permitted to be made during such fiscal year pursuant to the preceding paragraph, the Borrower shall nevertheless not be deemed to have breached this Section 9.17 if such excess is not greater than the Excess Capital Expenditure Amount for the immediately preceding fiscal year and (b) Capital Expenditures made by Section 7.15(a) with respect to such the Borrower and its Restricted Subsidiaries shall not exceed U.S. $70,000,000 in any fiscal year. Within 60 days from the end of each fiscal year, the Borrower shall furnish to the Administrative Agent a certificate of a senior financial officer of the Borrower setting forth in reasonable detail the aggregate amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in made by the next succeeding Borrower and its Restricted Subsidiaries during such respective fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year."

Capital Expenditures. (a) Make any Capital Expenditure except for Expenditures that would cause the aggregate amount of Capital Expenditures not exceeding, in made by the aggregate for the Borrower Borrowers and the Restricted Subsidiaries in any fiscal year to exceed $150,000,000 (such amount, subject to the last paragraph of this Section 7.16, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year set forth belowsubsequent thereto, the amount set forth opposite Permitted Capital Expenditure Amount applicable to each such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in by an amount equal to the greater of (i) 200% of the quotient obtained by dividing (A) the amount of capital expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition by (B) three (3) and (ii) 10% of the pro forma aggregate consolidated revenues quotient obtained by dividing (A) the net sales of the Acquired Entity acquired entity or Business so acquired during business for such thirty-six month period (as set forth in the fiscal year audited financial statements of such Acquired Entity acquired entity or Business beginning after business for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such acquired entity or business delivered to the relevant Borrower or Restricted Subsidiary by such acquired entity or business or the seller thereof in connection with the purchase and sale agreement relating to such Permitted Acquisition or otherwise in connection with such Borrower’s or such Restricted Subsidiary’s consideration of Permitted Acquisition) divided by (B) three (3) (such greater amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may); provided further that, at with respect to the option of fiscal year during which any such Permitted Acquisition occurs, the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Permitted Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding Amount applicable to such fiscal year shall be correspondingly reducedincreased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, if applicable; provided further that the aggregate amount of Capital Expenditures made by the Borrowers and the Restricted Subsidiaries may be increased by the Available Amount as in effect at such time. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower Borrowers and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(asuch clause (a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal yearset forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal years to the extent such Rollover Amount shall not previously have been used to determine the permissibility of an Investment pursuant to Section 7.02(m) and (ii) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.16 (including as a result of the application of clause (i) of this clause (b)) may be increased by an amount not to exceed $20,000,000 (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 would have been permitted to be made in the immediately succeeding fiscal year (provided that, other than in respect of the 2013 fiscal year, the Borrowers and the Restricted Subsidiaries may apply the CapEx Pull-Forward Amount in such immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year).

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made for each Permitted Acquisition consummated in respect of any fiscal year, the maximum amounts set forth above for such fiscal year (i) and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Acquisition for the last four full fiscal year quarters preceding the date of consummation of such Permitted Acquisition as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amount, prepared in accordance with the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by standards set forth in Section 6.01; provided further that up to 25% an additional $25,000,000 of Capital Expenditures in the next succeeding fiscal year’s Capital Expenditure limit (as increased by aggregate after the Acquired Annual Capital Expenditure Amount), in which case the base amount that Original Closing Date may be expended for made to the next succeeding fiscal year shall be correspondingly reducedextent in connection with Projects. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (without giving effect to the second proviso to Section 7.16(a)) (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).

Capital Expenditures. (a) Make Make, or permit any of its Subsidiary Parties to make, any Capital Expenditure except for Capital Expenditures not exceeding, in that would cause the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite of all such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries its Subsidiary Parties in any fiscal year pursuant period set forth below to Section 7.15(aexceed an amount equal to the amount set forth below for such period: Fiscal Year Amount 1998 $100,000,000 1999 $115,000,000 2000 $115,000,000 2001 $115,000,000 2002 $115,000,000 provided, that: (i) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal yearbeginning in Fiscal Year 1999, the amount set forth in the table above shall be reduced for such Fiscal Year to an amount equal to the product of (x) such difference amount and (y) a fraction (not greater than 1) the “Rollover Amount”numerator of which is EBITDA as of the end of the immediately preceding Fiscal Year and the denominator of which is $125,000,000; (ii) may the Acquisition shall not be carried forward and used subject to the limitations of this Section 5.02(a)(xvii); (iii) notwithstanding the foregoing limitation on Capital Expenditures, the Borrower shall be permitted to make Capital Expenditures in constituting the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall purchase of restaurants operated or to be counted against any Rollover Amount available operated by the Borrower or its Subsidiary Parties and with respect to which the Borrower or its Subsidiary Parties has the United States franchising rights therefor, or franchised or to be franchised by the Borrower or its Subsidiary Parties ("Restaurant Acquisition CapEx"), and such fiscal year prior to being counted Restaurant Acquisition CapEx shall not be applied against the base permitted Capital Expenditures amounts set forth above from (A) Net Cash Proceeds and (B) otherwise to the extent that (x), when aggregated with the amount of Investments made pursuant to Section 5.02(a)(vi)(G), such Restaurant Acquisition CapEx do not exceed in an aggregate amount from the date of the Initial Extension of Credit (I) $50,000,000 through and including December 31, 2000 and (II) thereafter $100,000,000, and (y) immediately before and after giving effect thereto, no event that, with the giving of notice or passage of time or both would become a Working Capital Facility Event of Default, shall have occurred and be continuing or would result therefrom; and (iv) the amount set forth in Section 7.15(athe table above for any Fiscal Year shall be reduced by an amount equal to the product of (A) with respect to the Excess Lease Obligations for such fiscal yearFiscal Year and (B) 8.

Capital Expenditures. Permit the Borrower or the Subsidiaries to make any Capital Expenditure, except that: (a) Make any Capital Expenditure except for Capital Expenditures not exceedingDuring each fiscal year of Holdings, in the aggregate for the Borrower and the Restricted Subsidiaries during each may make Capital Expenditures so long as the aggregate amount thereof (excluding expenditures pursuant to Sections 6.11(b), (c), (d) and (e)) does not exceed for such fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% the sum of the pro forma aggregate consolidated revenues greater of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”i) $45.0 million and (ii) may, at the option 4.0% of Consolidated Total Assets as of the Borrower, be increased by up to 25% end of the next succeeding fiscal year’s quarter immediately prior to the making of such Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedExpenditures. (b) Notwithstanding anything to the contrary contained in clause (aSection 6.11(a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower pursuant to Section 7.15(a6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to for such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding following fiscal year; provided that years. (c) Notwithstanding anything to the contrary contained in this Section 6.11, the Borrower and the Subsidiaries are permitted to make an aggregate amount of Capital Expenditures in any fiscal year shall of the Borrower in excess of the amount otherwise permitted to be counted against any Rollover Amount available with respect to made for such fiscal year prior pursuant to being counted against Section 6.11(a), provided that such excess amount used to make Capital Expenditures in any such fiscal year in reliance on this Section 6.11(c) shall reduce on a dollar-for-dollar basis the base aggregate amount of Capital Expenditures permitted to be made pursuant to Section 6.11(a) in the immediately succeeding fiscal year. (d) Notwithstanding anything to the contrary contained in this Section 6.11, in any year in which a Permitted Business Acquisition is made and in each subsequent year, the annual Capital Expenditure limit set forth in Section 7.15(a6.11(a) with respect shall be increased by an amount equal to the greater of (x) the average amount of annual Capital Expenditures made by the target entity or target line of business during the immediately preceding three-year period prior to such fiscal yearacquisition (or such shorter period if the target does not have three years of operations) and (y) 4.0% of the total assets acquired in such acquisition. (e) In addition to the Capital Expenditures permitted pursuant to Sections 6.11(a), (b) (c) and (d), the Borrower and the Subsidiaries may make additional Capital Expenditures at any time in an amount not to exceed the portion, if any, of the Cumulative Credit on the date of such Capital Expenditure that the Borrower elects to apply to this Section 6.11(e).

Capital Expenditures. (a) Make any Capital Expenditure except for The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures not exceedingduring each of the Fiscal Years set forth below to be, in the aggregate for aggregate, in excess of the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the maximum amount set forth opposite below for such fiscal yearFiscal Year: Fiscal Year Amount FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $50.0 December 31, 2008 $50.0 December 31, 2009 $50.0 December 31, 2010 $ 135,000,000 $50.0 December 31, 2011 $ 140,000,000 $50.0 December 31, 2012 $ 150,000,000 $75.0 December 31, 2013 $ 155,000,000 ; provided that $75.0 AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and up to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 1050% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year by such amount), (ii) Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to Section 7.15(aclause (i) is less than above, (iii) the maximum amount of Capital Expenditures permitted set forth above may be increased by Section 7.15(aan additional amount not exceeding, in the aggregate, $10,000,000 on or after the Original Effective Date, (iv) with respect to such fiscal yearfor each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such difference Permitted Acquisition (as determined in financial statements for the “Rollover Amount”) may be carried forward and used to make Capital Expenditures Proposed Acquisition prepared in accordance with the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount standards set forth in Section 7.15(a6.1(b) with respect to (Financial Statements) and (v) such fiscal yearCapital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. With respect to BA and its Subsidiaries, make or commit to make any Capital Expenditure , except (a) Make any Capital Expenditure except for Capital Expenditures not exceedingof BA and its Subsidiaries in any fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the corresponding amount set forth opposite below for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 period; provided provided, that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation up to 50% of any Permitted Acquisition such amount referred to above, if not so expended in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountfor which it is permitted, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended carried over for expenditure in the next succeeding fiscal year shall be correspondingly reduced. and (bii) Notwithstanding anything Capital Expenditures made pursuant to the contrary contained in this clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in during any fiscal year shall be counted against any Rollover Amount available with deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year prior as provided above, and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date through Fiscal Year Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 9,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 9,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 9,500,000 Notwithstanding the foregoing, BA and its Subsidiaries may make additional Capital Expenditures in an aggregate amount not to being counted against exceed the base amount set forth in portion, if any, of the Available Basket Amount on the date of the making of such Capital Expenditure that BA elects to apply to this last paragraph of Section 7.15(a) with respect 8.7; provided that at the time of any such Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to such fiscal yearthe contrary, this Section 8.7 shall only apply to Capital Expenditures made or committed to be made by BA and its Subsidiaries.

Capital Expenditures. (a) Make The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Capital Expenditure except for Expenditures that would cause the aggregate amount of all Capital Expenditures not exceeding, in the aggregate for made by the Borrower and the its Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation 1997 Fiscal Year of any Permitted Acquisition in the Borrower to exceed $35,000,000 and (ii) the 1998 Fiscal Year of the Borrower and each Fiscal Year thereafter to exceed an amount equal to 105% of the pro forma aggregate consolidated revenues net sales of the Acquired Entity Borrower and its Restricted Subsidiaries for the immediately preceding Fiscal Year, provided that, in determining such consolidated net sales, (A) the net sales of any business or Business Person acquired by the Borrower or any Restricted Subsidiary during such immediately preceding Fiscal Year pursuant to a Permitted Acquisition shall be determined as if such business or Person had been so acquired during on the fiscal year first day of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) immediately preceding Fiscal Year and (iiB) may, at the option net sales of the Borrower, be increased by up to 25% any business or Person sold or otherwise disposed of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount)Borrower and its Restricted Subsidiaries during such immediately preceding Fiscal Year shall be eliminated from such consolidated net sales, in which each case based on assumptions believed by the base amount that may Borrower in good faith to be expended for the next succeeding fiscal year shall be correspondingly reducedreasonable. (b) Notwithstanding anything to the contrary contained in clause (a) above, the Borrower and its Restricted Subsidiaries may in any Fiscal Year make Capital Expenditures (in addition to the Capital Expenditures permitted to be made pursuant to clause (a) above) equal to an aggregate amount equal to 5% of the excess, if any, of (i) the increase (if any) in consolidated net sales of the Borrower and its Restricted Subsidiaries for such Fiscal Year attributable to businesses and Persons acquired during such Fiscal Year pursuant to Permitted Acquisitions over (ii) the decrease (if any) in such consolidated net sales attributable to businesses and Persons sold or otherwise disposed of by the Borrower and its Restricted Subsidiaries during such Fiscal Year. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the its Restricted Subsidiaries in during any fiscal year pursuant to Section 7.15(a) is Fiscal Year are less than the maximum amount of Capital Expenditures permitted by Section 7.15(ato be made for such Fiscal Year pursuant to clauses (a) with respect to such fiscal yearand (b) above, the amount 100% of such difference unused amount (the “Rollover Amount”each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and used utilized to make Capital Expenditures in such succeeding Fiscal Year in the next event the amount permitted pursuant to clauses (a) and (b) in such succeeding fiscal year; provided Fiscal Year have 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 available for any Fiscal Year may be used until the entire amount of Capital Expenditures permitted to be made in any fiscal year such Fiscal Year (without giving effect to such carry-forward amount) shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearmade).

Capital Expenditures. (a) Make or become legally obligated to make any Capital Expenditure except for Capital Expenditures not exceeding, made in the aggregate for ordinary course of business of the Borrower and its Subsidiaries when no Default has occurred and is continuing, or would result therefrom, and where either: (a) both before and after making any such Capital Expenditure, the Restricted Liquidity Amount (measured to exclude therefrom any amount that would otherwise constitute part of the Liquidity Amount but is to be used to make such Capital Expenditures) is greater than or equal to $500,000,000; or (b) after making such Capital Expenditures, the aggregate amount of all Capital Expenditures made by the Borrower and it Subsidiaries during each the then-current fiscal year set forth below, of the Borrower (including amounts previously made during such fiscal year pursuant to clause (a) above) does not exceed the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that year in the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit table below (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) the proviso following such table): December 31, 2010 $ 375,000,000 December 31, 2011 $ 375,000,000 December 31, 2012 $ 250,000,000 ; provided that, so long as no Default has occurred and is less than continuing or would result therefrom, up to 50% of any amount set forth in the maximum amount of Capital Expenditures table above not expended in the fiscal year for which it is expressly permitted by Section 7.15(a) with respect pursuant to such fiscal year, the amount of such difference (the “Rollover Amount”) table may be carried forward and used to make over for expenditure as a Capital Expenditures Expenditure in the next succeeding fiscal year; provided that Capital Expenditures . Notwithstanding the foregoing, the Borrower and its Subsidiaries shall be permitted in any fiscal year to make Capital Expenditures to the extent paid, reimbursed or financed from insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored, or from awards of compensation arising from the taking of condemnation or eminent domain of such assets being replaced, and any such Capital Expenditures so made shall neither be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against limited by clauses (a) and (b) of this Section 7.16 nor constitute utilization of the base amount baskets set forth in Section 7.15(aclause (b) with respect to such fiscal yearabove.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, exceeding $75,000,000 in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after commencing with the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding 2010 fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause paragraph (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.12(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.12(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next two succeeding fiscal yearyears; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available the base amount set forth in Section 7.12(a) with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) any Rollover Amount available with respect to such fiscal year. (c) Upon the consummation of any Permitted Acquisition, the base amount of Capital Expenditures set forth in Section 7.12(a) shall be increased by an amount equal to the average annual amount of Capital Expenditures attributable to the Acquired Entity or Business during the two years preceding such Permitted Acquisition, effective for the fiscal year during which such Permitted Acquisition is made (but in a pro rated amount representing the portion of such year remaining) and each subsequent fiscal year. (d) In the event that the Borrower reasonably determines that, due to the occurrence of unanticipated events beyond its control, it is necessary during any fiscal year to make Capital Expenditures in excess of those otherwise permitted, the Borrower may make such Capital Expenditures; provided that (i) the amount of all such Capital Expenditures made during any fiscal year in reliance on this paragraph shall not exceed $25,000,000, (ii) the base amount of Capital Expenditure permitted by Section 7.12(a) during the next succeeding fiscal year shall be reduced by the amount of Capital Expenditures made in reliance on this paragraph and (iii) the Borrower shall notify the Administrative Agent, in a certificate signed by a Responsible Officer, of the need for such Capital Expenditures promptly after determining the need therefor, providing a reasonably detailed explanation of the events requiring such Capital Expenditures and the anticipated amount thereof. (e) Capital Expenditures may be made during any fiscal year in excess of those otherwise permitted by this Section to the extent (i) treated as an Investment under clause (q) of Section 7.02 and permitted thereunder at the time or (ii) treated as a Restricted Payment under clause (i) of Section 7.07 and permitted thereunder at the time.

Capital Expenditures. (a) Make The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except for Capital Expenditures not exceeding, in the aggregate for that during any fiscal year of the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, 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 the Borrower set forth below the amount set forth opposite such fiscal yearyear below: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided December 31, 2004 10,000,000 December 31, 2005 15,000,000 December 31, 2006 16,000,000 December 31, 2007 and thereafter 17,000,000 In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to the table above in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of Borrower (before giving effect to any increase in such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual permitted Capital Expenditure Amount”amount pursuant to this paragraph) and (ii) may, at is greater than the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures actually made by the Borrower and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to during such fiscal year, the amount 100% of such difference (the “Rollover Amount”) excess may be carried forward and used utilized to make Capital Expenditures in the next succeeding fiscal year; years, provided that Capital Expenditures no amounts expended in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against exceed 150% of the base amount set forth in Section 7.15(a) with respect to above for such fiscal year. In addition to the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (x) with the amount of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Disposition or Casualty Event so long as such Net Cash Proceeds are reinvested or are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid or (ii) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Equity Issuance or (y) as tenant under any lease in respect of leasehold improvements to the extent such expenditures are reimbursed by the landlord under the related lease or sale leaseback transaction, but in the case of clause (i) above only to the extent that such Net Cash Proceeds are not otherwise required to be applied to a prepayment pursuant to Section 2.09(b) or the corresponding provision of the Term Loan Agreement.

Capital Expenditures. (a) Make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the its Restricted Subsidiaries during each in any fiscal year of the Borrower, the thresholds set forth below, in the amount set forth table below opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 35,000,000 2012 $ 150,000,000 40,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.40,000,000 2014 $ 45,000,000 2015 $ 45,000,000 2016 $ 50,000,000 2017 $ 50,000,000 (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (before giving effect to any increase in such amount pursuant to this clause (b)), the amount of such difference (the “Rollover Amount”) may be carried forward one time and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year after being counted against any Rollover Amount available with respect to such fiscal year prior year. (c) Notwithstanding anything to being counted against the base contrary contained in clauses (a) and (b) above, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures in an aggregate amount set forth in equal to the sum of (i) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 7.15(a8.05) with respect to such fiscal yearreceived after the Closing Date that are Not Otherwise Applied and (ii) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

Capital Expenditures. (a) Make Make, or permit any of its Restricted Subsidiaries to make, any Capital Expenditure except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, in made by the aggregate for the Borrower Company and the its Restricted Subsidiaries during each fiscal year in any Fiscal Year set forth below, below to exceed the amount set forth opposite below for such fiscal year: period (the amount set forth below for any Fiscal Year Amount being the “Base Amount”): 2007 $ 13,000,000 2008 $ 16,000,000 2009 $ 16,000,000 2010 $ 135,000,000 18,000,000 2011 $ 140,000,000 22,000,000 2012 $ 150,000,000 22,000,000 2013 $ 155,000,000 ; 25,000,000 provided that the amount of Capital Expenditures permitted to be made in respect of if, for any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountFiscal Year set forth above, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Base Amount exceeds the aggregate amount of Capital Expenditures made by the Borrower Parent and its Restricted Subsidiaries, as determined on a Consolidated basis during such Fiscal Year (the amount of such excess being the “Excess Amount”), the Parent and its Restricted Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year in an amount equal to the lesser of (i) the Excess Amount and (ii) 50% of the Base Amount in such succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any fiscal year pursuant to Fiscal Year during which an Acquisition permitted by Section 7.15(a5.02(f) is less than consummated and for each Fiscal Year thereafter, the maximum amount of Capital Expenditures permitted under the preceding sentence applicable to each such Fiscal Year shall be increased by Section 7.15(a) with respect an amount equal to such fiscal year, 120% of the amount obtained by multiplying the CapEx Percentage by the EBITDA (as determined on a pro forma basis in accordance with the proviso regarding the historical EBITDA of acquired entities in the definition of “EBITDA”) of the acquired entity or business for the prior fiscal year of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearacquired entity or business.

Capital Expenditures. (a) Make Neither SKTV nor any of its subsidiaries will, directly or indirectly (by way of the acquisition of the securities of a Person or otherwise), make or commit to make any Capital Expenditure except for (an "SKTV Capital Expenditure") if upon the making of such SKTV Capital Expenditure the aggregate amount of SKTV Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, any Fiscal Year would exceed the amount set forth opposite below as the "SKTV Base Amount" for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 Year; provided that the amount of permitted SKTV Capital Expenditures permitted to be made in respect of any fiscal year (i) Fiscal Year shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% the lesser of (i) the pro forma aggregate consolidated revenues total amount of unused permitted SKTV Capital Expenditures for the Acquired Entity or Business so acquired during immediately preceding Fiscal Year (including the fiscal amount of any unused SKTV Capital Expenditures carried forward to such preceding year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”pursuant to this proviso) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended SKTV Base Amount for the next succeeding fiscal year shall be correspondingly reduced.immediately preceding Fiscal Year: Fiscal Year SKTV Base Amount ----------- ---------------- 1998 $ 30,000,000 1999 100,000,000 2000 75,000,000 2001 40,000,000 2002 30,000,000 2003 30,000,000 (b) Notwithstanding anything Neither the Home Shopping Persons nor any of their subsidiaries will, directly or indirectly (by way of the acquisition of the securities of a Person or otherwise), make or commit to make any Capital Expenditure (an "HSN Capital Expenditure") if upon the contrary contained in clause (a) above, to the extent that making of such HSN Capital Expenditure the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that HSN Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against Fiscal Year would exceed the base amount set forth below as the "HSN Base Amount" for such Fiscal Year; provided that the amount of permitted HSN Capital Expenditures in Section 7.15(aany Fiscal Year shall be increased by an amount equal to the lesser of (i) with respect the total amount of unused permitted HSN Capital Expenditures for the immediately preceding Fiscal Year (including the amount of any unused HSN Capital Expenditures carried forward to such fiscal yearpreceding year pursuant to this proviso) and (ii) the HSN Base Amount for the immediately preceding Fiscal Year: Fiscal Year HSN Base Amount ----------- --------------- 1998 $50,000,000 1999 40,000,000 2000 30,000,000 2001 30,000,000 2002 30,000,000 2003 30,000,000

Capital Expenditures. (a) Make Neither the Parent nor any Capital Expenditure except for Borrower shall, nor shall it permit any of their respective Subsidiaries to, incur Capital Expenditures not exceeding, in an amount in excess of $12,000,000 (the “Maximum Cap Ex Amount”) in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such any fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that if the amount of Capital Expenditures permitted to be made Parent, the Borrowers and the Subsidiaries expend less than the Maximum Cap Ex Amount in respect of any fiscal year the Maximum Cap Ex Amount for the next succeeding fiscal year of the Parent, the Borrowers and the Subsidiaries (ibut only the next succeeding fiscal year) shall be increased after by (i) the consummation of any Permitted Acquisition in an amount equal to 10% excess of the pro forma aggregate consolidated revenues of Maximum Cap Ex Amount for the Acquired Entity or Business so acquired during the preceding fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountover the amount actually expended by the Parent, the Borrowers and their respective Subsidiaries during such preceding fiscal year (the “Acquired Annual Capital Expenditure Carry Forward Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Available Basket Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of . Any Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in during any fiscal year shall be counted against any Rollover Amount available with respect deemed to such be made first from amounts that are not Carry Forward Amounts from a prior fiscal year and only when such amounts are used in full shall any Carry Forward Amounts be used. For the avoidance of doubt, any Capital Expenditures made or otherwise incurred by the Target prior to being the date hereof during the fiscal year ending on December 31, 2012 shall not be counted against the base amount set forth in Section 7.15(a) with respect Maximum Cap Ex Amount or otherwise be deemed to reduce or utilize the Maximum Cap Ex Amount for such fiscal year.

Capital Expenditures. Solely during the period beginning on the date of the Commencement of Operations of Project Octavius and ending on the date of the Commencement of Operations of Project Linq, make any Maintenance Capital Expenditure except: (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during During each fiscal year set forth belowof the Borrowers falling partially or completely within the period described above, a Borrower or any Subsidiary may make Maintenance Capital Expenditures so long as the aggregate amount set forth opposite thereof (excluding expenditures made pursuant to Sections 6.12(b) and (c)) does not exceed for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% the greater of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”i) $7.5 million and (ii) may, at the option 0.75% of Consolidated Total Assets as of the Borrower, be increased by up to 25% end of the next succeeding fiscal year’s quarter immediately prior to the making of such Maintenance Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedExpenditures. (b) Notwithstanding anything to the contrary contained in clause (a) abovethis Section 6.12, to the extent that the aggregate amount of Maintenance Capital Expenditures made by the Borrower Borrowers and the Restricted Subsidiaries in any fiscal year of the Borrowers pursuant to Section 7.15(a6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to for such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Maintenance Capital Expenditures in the next succeeding immediately following fiscal year; provided that . (c) In addition to the Maintenance Capital Expenditures permitted pursuant to Section 6.12(a), the Borrowers and any of the Subsidiaries may make Maintenance Capital Expenditures at any time in any fiscal year shall an amount not to exceed the portion, if any, of the Cumulative Credit on the date of such Maintenance Capital Expenditure that the applicable Borrower elects to apply to this Section 6.12(c) such election to be counted against any Rollover Amount available with respect to specified in a written notice of a Responsible Officer of such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearBorrower.

Capital Expenditures. (a) Make Neither the Parent nor any Capital Expenditure except for Borrower shall, nor shall it permit any of their respective Subsidiaries to, incur Capital Expenditures not exceeding, in an amount in excess of $20,000,000 (the “Maximum Cap Ex Amount”) in the aggregate for during any fiscal year; provided, however, that if the Borrower Parent, the Borrowers and the Restricted Subsidiaries during each fiscal year set forth below, expend less than the amount set forth opposite such fiscal year: Fiscal Year Maximum Cap Ex Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year the Maximum Cap Ex Amount for the next succeeding fiscal year of the Parent, the Borrowers and the Subsidiaries (ibut only the next succeeding fiscal year) shall be increased after by (i) the consummation of any Permitted Acquisition in an amount equal to 10% excess of the pro forma aggregate consolidated revenues of Maximum Cap Ex Amount for the Acquired Entity or Business so acquired during the preceding fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountover the amount actually expended by the Parent, the Borrowers and their respective Subsidiaries during such preceding fiscal year (the “Acquired Annual Capital Expenditure Carry Forward Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Available Basket Amount. Any Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding Expenditures made during any fiscal year shall be correspondingly reduced. deemed to be made first from amounts that are not Carry Forward Amounts from a prior fiscal year and only when such amounts are used in full shall any Carry Forward Amounts be used. For purposes of determining compliance with this Section 8.23(c), (bi) Notwithstanding anything any Capital Expenditures made or otherwise incurred by the Parent, the Borrowers or any of their respective Subsidiaries during the fiscal years of the Parent ended December 31, 2013 and/or December 31, 2014 and related solely to the contrary contained in clause (a) abovedevelopment of the Borrowers’ new bread production line and implementation of the Borrowers’ plant consolidation initiatives shall not be counted against the Maximum Cap Ex Amount or otherwise be deemed to reduce or utilize the Maximum Cap Ex Amount for such fiscal years; provided, to the extent that the aggregate amount of such Capital Expenditures excluded pursuant to this clause (i) shall not exceed $14,000,000 in the aggregate for both of the fiscal years ended December 31, 2013 and December 31, 2014 and (ii) any Capital Expenditures made or otherwise incurred by the Borrower and Target prior to the Restricted Subsidiaries in any date hereof during the fiscal year pursuant ending on December 31, 2012 shall not be counted against the Maximum Cap Ex Amount or otherwise be deemed to Section 7.15(a) is less than reduce or utilize the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to Maximum Cap Ex Amount for such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward . 2.13. The parties hereto confirm and used to make agree that GE Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year Bank shall be counted against any Rollover Amount available named “Documentation Agent” for the Increase contemplated by this Amendment. GE Capital Bank in such capacity shall be entitled to the protections of Section 11.10 of the Credit Agreement. 2.14. Section 13.9 of the Credit Agreement is hereby amended by deleting the words “Smart Balance, Inc.” and inserting the words “Boulder Brands, Inc.” in lieu thereof. 2.15. Schedule 6.2 to the Credit Agreement is hereby deleted in its entirety and as so deleted shall be replaced with respect Schedule 6.2 to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearthis Amendment.

Capital Expenditures. Make or commit to make (aby way of the acquisition of securities of a Person or otherwise) Make (i) any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for respect of major maintenance expenses of the Borrower and the its Restricted Subsidiaries during each in the ordinary course of business in any fiscal year set forth below, below if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth below opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 2007 $385,000,000 2008 $388,000,000 or (ii) any other Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth on Schedule 6.15 if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (ii), (a) any such amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year, and (b) at the Borrower’s election, the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than may be increased by reducing the maximum permitted amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal yearyear in an amount equal to such increase. In addition, the Loan Parties shall be permitted to make Capital Expenditures financed with Net Cash Proceeds of issuances and sales of Capital Stock (provided that such Capital Expenditures are made in assets owned by Loan Parties and Restricted Subsidiaries) and Reinvestment Deferred Amounts to the extent permitted under Section 2.7(e) without reducing the amount permitted for any fiscal year set forth in the immediately preceding sentence; provided that Capital Expenditures any such amount, if not so expended in any the fiscal year shall for which it is permitted, may be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against carried over for expenditure in the base amount set forth in Section 7.15(a) with respect to such next succeeding fiscal year.

Capital Expenditures. (a) Make Borrower shall not and shall not permit any Capital Expenditure except of its Subsidiaries to, directly or indirectly, make payments for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available of Borrower, in the aggregate for Borrower and its Subsidiaries combined, in excess of (a) in the case of the fiscal year of Borrower ending as of May 31, 2002, $3,000,000, and (b) in the case of each fiscal year of Borrower ending thereafter, $2,000,000 (the foregoing permitted amounts, with respect to any fiscal year of Borrower, being herein referred to as the "CAPEX BASE AMOUNT" for such fiscal year); PROVIDED that if, in any fiscal year, the aggregate amount of actual Capital Expenditures made by Borrower and its Subsidiaries is less than the Capex Base Amount for such fiscal year prior (the amount by which the Capex Base Amount for any fiscal year exceeds the actual Capital Expenditures made by Borrower and its Subsidiaries in such fiscal year being herein referred to being counted against as the base amount set forth in Section 7.15(a) with respect to "AVAILABLE CAPEX CARRY-OVER AMOUNT" for such fiscal year), then Borrower and its Subsidiaries may make Capital Expenditures in the immediately succeeding fiscal year in an aggregate amount up to the sum of (i) the Capex Base Amount for such immediately succeeding fiscal year and (ii) fifty percent (50%) of the Available Capex Carry-Over Amount for the immediately preceding fiscal year; PROVIDED, FURTHER, that Capital Expenditures made by Borrower or any of its Subsidiaries in such immediately succeeding fiscal year shall first be charged against the Capex Base Amount for such fiscal year and shall only thereafter be charged against the portion of the Available Capex Carry-Over Amount, if any, from the immediately preceding fiscal year.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that Permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period: Closing Date through September 30, 2003 $ 10,000,000 Each fiscal year pursuant thereafter $ 15,000,000 From and after the consummation of any Permitted Acquisition occurring after the Closing Date, and for so long as the Acquired Entity shall be owned by the Borrower or a Subsidiary, each of the permitted Capital Expenditure amounts set forth above shall be increased by an amount equal to Section 7.15(a20% of the Acquired EBITDA of the Acquired Entity acquired in each such Permitted Acquisition for the 12 month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available (as certified by a Financial Officer of the Borrower), 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) is less than the maximum The amount of permitted Capital Expenditures permitted set forth in paragraph (a) above (as adjusted in accordance with the terms thereof) in respect of any fiscal year commencing with the fiscal year ending on September 30, 2004, shall be increased (but not decreased) by Section 7.15(a(a) with respect to such fiscal year, the amount of such difference unused permitted Capital Expenditures for the immediately preceding fiscal year less (the “Rollover Amount”b) may be an amount equal to unused Capital Expenditures carried forward and used to make Capital Expenditures in the next succeeding such preceding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year.

Capital Expenditures. (a) Make The Borrower shall not make or incur and shall not permit any of its Subsidiaries to make or incur any Capital Expenditure Expenditures, except for Capital Expenditures not exceeding, in the aggregate for of the Borrower and the Restricted its Subsidiaries during in an aggregate amount not in excess of $325,000,000 in each fiscal year set forth below, of the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 Borrower; provided that in the amount of Capital Expenditures permitted event that the Leverage Ratio exceeds 2.75 to be made in respect of 1.00 at any time during such fiscal year then (iA) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that if the aggregate amount of Capital Expenditures made or incurred by the Borrower and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available exceeds 76 82 $150,000,000 with respect to such fiscal year as of the first date the Leverage Ratio exceeds 2.75 to 1.00 during such fiscal year, the Borrower shall not make, incur or commit to be made or incurred, or permit any of its Subsidiaries to make, incur or commit to be made or incurred any additional Capital Expenditures during the remainder of such fiscal year (other than additional Capital Expenditures made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures in such fiscal year entered into by the Borrower or any of its Subsidiaries prior to being counted against the base first date that the Leverage Ratio exceeds 2.75 to 1.00); and (B) if the aggregate amount set forth in Section 7.15(a) of Capital Expenditures made or incurred by the Borrower and its Subsidiaries does not exceed $150,000,000 as of the first date the Leverage Ratio exceeds 2.75 to 1.00 during such fiscal year, the Borrower shall not make, incur or commit to be made or incurred and shall not permit any of its Subsidiaries to make, incur or commit to be made or incurred any Capital Expenditures with respect to such fiscal yearyear in an aggregate amount in excess of $150,000,000 in such fiscal year (other than additional Capital Expenditures made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures in such fiscal year entered into by the Borrower or any of its Subsidiaries prior to the first date that the Leverage Ratio exceeds 2.75 to 1.00); and provided further 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.

Capital Expenditures. (a) Make The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except for Capital Expenditures not exceeding, in the aggregate for that during any fiscal year of the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, 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 the Borrower set forth below the amount set forth opposite such fiscal yearyear below: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided December 31, 2004 10,000,000 December 31, 2005 15,000,000 December 31, 2006 16,000,000 December 31, 2007 and thereafter 17,000,000 In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to the table above in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of Borrower (before giving effect to any increase in such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual permitted Capital Expenditure Amount”amount pursuant to this paragraph) and (ii) may, at is greater than the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures actually made by the Borrower and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to during such fiscal year, the amount 100% of such difference (the “Rollover Amount”) excess may be carried forward and used utilized to make Capital Expenditures in the next succeeding fiscal year; years, provided that Capital Expenditures no amounts expended in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against exceed 150% of the base amount set forth in Section 7.15(a) with respect to above for such fiscal year. In addition to the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (x) with the amount of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Disposition or Casualty Event so long as such Net Cash Proceeds are reinvested or are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid or (ii) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Equity Issuance or (y) as tenant under any lease in respect of leasehold improvements to the extent such expenditures are reimbursed by the landlord under the related lease or sale leaseback transaction, but in the case of clause (i) above only to the extent that such Net Cash Proceeds are not otherwise required to be applied to a prepayment pursuant to Section 2.09(b) or the corresponding provision of the Term Loan Agreement.”

Capital Expenditures. (a) Make any Capital Expenditure except for Expenditures that would cause the aggregate amount of Capital Expenditures not exceeding, in made by the aggregate for the Borrower Borrowers and the Restricted Subsidiaries in any fiscal year to exceed $70,000,000 (such amount, subject to the last paragraph of this Section 7.16, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year set forth belowsubsequent thereto, the amount set forth opposite Permitted Capital Expenditure Amount applicable to each such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in by an amount equal to the greater of (i) 200% of the quotient obtained by dividing (A) the amount of capital expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition by (B) three (3) and (ii) 10% of the pro forma aggregate consolidated revenues quotient obtained by dividing (A) the net sales of the Acquired Entity acquired entity or Business so acquired during business for such thirty-six month period (as set forth in the fiscal year audited financial statements of such Acquired Entity acquired entity or Business beginning after business for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such acquired entity or business delivered to the relevant Borrower or Restricted Subsidiary by such acquired entity or business or the seller thereof in connection with the purchase and sale agreement relating to such Permitted Acquisition or otherwise in connection with such Borrower’s or such Restricted Subsidiary’s consideration of Permitted Acquisition) divided by (B) three (3) (such greater amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may); provided further that, at with respect to the option of fiscal year during which any such Permitted Acquisition occurs, the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Permitted Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding Amount applicable to such fiscal year shall be correspondingly reducedincreased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, if applicable. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower Borrowers and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(asuch clause (a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal yearset forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal years to the extent such Rollover Amount shall not previously have been used to determine the permissibility of an Investment pursuant to Section 7.02(n) and (ii) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.16 (including as a result of the application of clause (i) of this clause (b)) may be increased by an amount not to exceed $20,000,000 (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 would have been permitted to be made in the immediately succeeding fiscal year (provided that, other than in respect of the 2013 fiscal year, the Borrowers and the Restricted Subsidiaries may apply the CapEx Pull-Forward Amount in such immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year).

Capital Expenditures. (a) Make or become legally obligated to make any Capital Expenditure Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and the Restricted it Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided provided, however, that the amount of Capital Expenditures permitted so long as no Default has occurred and is continuing or would result from such expenditure, (a) up to be made in respect 50% of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition unused amount set forth above, if not expended in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition for which it is permitted above, may be carried over for expenditure in the next following fiscal year (such amount, the “Acquired Annual Capital Expenditure CapEx Rollover Amount”) ); and (ii) mayprovided, at further, if a CapEx Rollover Amount is so carried over, it will be deemed used in the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next immediately succeeding fiscal year shall be correspondingly reduced. before the amount set forth opposite for such fiscal year above and (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in for any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such difference fiscal year pursuant to this Section 7.12 (including as a result of the application of any CapEx Rollover Amount) may be increased by an amount not to exceed $20,000,000 of the scheduled amount permitted for the immediately succeeding fiscal year (the “Rollover CapEx Pull-Forward Amount”) may be carried forward and used to make ), provided that 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 to be made in the next immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding(including, without limitation, by way of capitalized leases) which, in the aggregate for the aggregate, as to Borrower and the Restricted its Subsidiaries during each any fiscal year set forth below, (or other period) of Borrower exceeds the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (ior other period) shall be increased after in the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountfollowing schedule: December 31, the “Acquired Annual Capital Expenditure Amount”) 2004 and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.each December 31 thereafter $ 2,000,000 (b) Notwithstanding anything to the contrary contained in clause (a) aboveThe foregoing notwithstanding, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in if for any fiscal year pursuant to Section 7.15(a) is Borrower incurs less than the maximum amount of permitted Capital Expenditures permitted by hereunder (such difference is hereinafter referred to as the “Capital Expenditure Carryover”), then Capital Expenditures incurred within the first six months of the next fiscal year up to an amount equal to the lesser of $750,000 (or $1,500,000 as provided below) and the Capital Expenditure Carryover, shall be treated, for purposes of this Section 7.15(a) with respect to such 8.2.8, as incurred in the prior fiscal year. (c) The foregoing notwithstanding, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any if Borrower’s EBITDA for a fiscal year shall be counted against any Rollover Amount available with respect to was $13,000,000 or more but less than $15,000,000 and Availability as of each day within the applicable fiscal year equalled or exceeded $8,000,000, then for such fiscal year prior permitted Capital Expenditures shall be increased to being counted against $3,000,0000. (d) The foregoing notwithstanding, if Borrower’s EBITDA for a fiscal year was $15,000,000 or more but less than $20,000,000 and Availability as of each day within the base amount set forth in Section 7.15(a) with respect to applicable fiscal year equalled or exceeded $8,000,000, then for such fiscal yearyear permitted Capital Expenditures shall be increased to $4,000,000 and the Capital Expenditure Carryover shall be increased to $1,500,000. (e) The foregoing notwithstanding, if Borrower’s EBITDA for a fiscal year was $20,000,000 or more and Availability as of each day within the applicable fiscal year equalled or exceeded $8,000,000, then for such fiscal year permitted Capital Expenditures shall be increased to $6,000,000 and the Capital Expenditure Carryover shall be increased to $1,500,000.”

Capital Expenditures. (a) Make For so long as the Revolving Commitment is outstanding, the U.S. Borrower will not make and will not permit any Restricted Subsidiary to make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the U.S. Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2007 $ 475.0 2008 $ 490.0 2009 $ 505.0 2010 $ 135,000,000 520.0 2011 $ 140,000,000 535.0 2012 $ 150,000,000 550.0 2013 $ 155,000,000 565.0 2014 $ 580.0 ; provided that the amount of Capital Expenditures permitted to be made for each Permitted Investment consummated in respect of any fiscal year pursuant to clause (ic) of the definition of “Permitted Investments”, the maximum amounts set forth above for such fiscal year and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Investment for the last four full fiscal year quarters preceding the date of consummation of such Permitted Investment as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amount, prepared in accordance with the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), standards set forth in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reducedSection 5.01. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the U.S. Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a6.11(a) with respect to such fiscal yearyear (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the U.S. Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).

Capital Expenditures. (a) Make or become legally obligated to make any Capital Expenditure Expenditure, except for (x) Capital Expenditures made by Ralcorp on behalf of the Borrower and its Subsidiaries prior to the Closing Date, (y) Capital Expenditures made in connection with the Canada Asset Transfer Transactions and (z) Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% the sum of (1) $40,000,000 in each Fiscal Year plus (2) so long as the Consolidated Leverage Ratio of the Borrower calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of the making of the Capital Expenditure after giving pro forma aggregate consolidated revenues effect to such Capital Expenditure as if it had been made on such last day or such date (as applicable) would be less than 3.50:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the Acquired Entity or Business so acquired during the fiscal year making of such Acquired Entity or Business beginning after such Permitted Acquisition Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount); provided that if, in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) aboveany Fiscal Year, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted its Subsidiaries in any fiscal year pursuant to Section 7.15(a) during such Fiscal Year is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year$40,000,000 (any remaining amount, the amount of such difference (the “Rollover CapEx Carryover Amount”) ), the Borrower and its Subsidiaries may be carried forward and used to make increase Capital Expenditures in the next immediately succeeding fiscal year; provided that Fiscal Year in an aggregate amount equal to such CapEx Carryover Amount. With respect to any Fiscal Year during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditures in any fiscal year Expenditure Amount applicable to each such Fiscal Year shall be counted against any Rollover Amount available with respect to increased by an amount (or a pro-rated portion of an amount, in the case of the Fiscal Year in which the Permitted Acquisition occurs) equal the product of (A) the consolidated revenues of the acquired entity or business for the Fiscal Year immediately preceding the consummation of such fiscal year prior to being counted against the base amount Permitted Acquisition as set forth in Section 7.15(athe Acquired Entity Financial Statements and (B) with respect to the quotient obtained by dividing (i) the sum of the CapEx/Revenue Ratio for the two Fiscal Years immediately preceding consummation of such fiscal yearPermitted Acquisition by (ii) two.

Capital Expenditures. (a) Make any Capital Expenditure except for The Loan Parties shall not permit Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount net of Tenant Improvements (including Capital Expenditures permitted pursuant to be Section 6.01(c) but not including Capital Expenditures made in respect with the Net Proceeds of Casualty Events) for any fiscal year (ior partial fiscal year, as applicable) shall be increased after to exceed $110,000,000 (the consummation “Capital Expenditure Allowance”) plus the Available Amount; provided, if, during any fiscal year, Capital Expenditures (net of any Permitted Acquisition in Tenant Improvements) are less than the Capital Expenditure Allowance, an amount equal to 10% the lesser of (i) the pro forma aggregate consolidated revenues difference between the Capital Expenditure Allowance and the actual Capital Expenditures (net of the Acquired Entity or Business so acquired during the Tenant Improvements) for such fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 2550% of the next succeeding fiscal year’s Capital Expenditure limit Allowance (such lesser amount being referred to as increased by the Acquired Annual “Excess Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover AmountAllowance”) may be carried forward and used so as to make increase the maximum Capital Expenditures in Expenditure Allowance for the next immediately succeeding fiscal year (or partial fiscal year; provided , as applicable) but not for any other subsequent fiscal year (or partial fiscal year, as applicable). It is understood that Capital Expenditures (net of Tenant Improvements) made in any such succeeding fiscal year (or partial fiscal year, as applicable) (i) shall be counted against applied first to the Excess Capital Expenditure Allowance carried forward, and shall then be applied to the maximum Capital Expenditure Allowance (net of Tenant Improvements) until such maximum is exhausted and (ii) shall not exceed $125,000,000, including after giving effect to the Excess Capital Expenditure Allowance. The Loan Parties shall list the amount of any Rollover Amount available with respect Tenant Improvements made during the applicable period on the certificates delivered by the Loan Parties to such fiscal year prior the Administrative Agent and the Lenders pursuant to being counted against the base amount set forth in Section 7.15(a5.01(d) with respect to such fiscal yearhereof.

Capital Expenditures. (a) Make or commit to make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for of the Borrower and its Subsidiaries in the Restricted Subsidiaries ordinary course of business not exceeding $500,000,000 during fiscal year 2006, $475,000,000 during fiscal year 2007, $425,000,000 during fiscal year 2008 and $450,000,000 during each fiscal year set forth belowthereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the amount set forth opposite fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this Section during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; year as provided that above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (a) above. Notwithstanding anything to the contrary with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to be made in respect of any each fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% of the pro forma aggregate consolidated revenues of quotient obtained by dividing (A) the Acquired Entity or Business so acquired during the fiscal year amount of such Acquired Entity Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or Business beginning after business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition Acquisition, by (B) three (such amount, the “"Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may"); provided that, at with respect to the option fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the Borrower, be increased by up first sentence of this Section 6.6 with respect to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding such fiscal year shall be correspondingly reducedincreased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, if applicable. (b) Notwithstanding anything to the contrary contained in clause (aSection 6.6(a) above, to for any fiscal year beginning with fiscal year 2008, the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries that would otherwise be permitted in any such fiscal year pursuant to this Section 7.15(a6.6 (including as a result of the amount that is carried forward pursuant to clause (i) is less than of Section 6.6(a)) may be increased by (i) an amount equal to 50% of Adjusted EBITDA (it being understood that the maximum calculation of the amount of Capital Expenditures permitted pursuant to this clause (i) shall be made at the time the relevant Capital Expenditure is made and include a deduction for any other Capital Expenditures made in reliance on this clause (i), but no Default shall occur solely as a result of a decrease in Adjusted EBITDA after the consummation of any such Capital Expenditure) less an amount equal to any Investments made by the Loan Parties pursuant to Section 7.15(a6.7(i)(v) with respect and (ii) an amount not to such fiscal yearexceed $100,000,000 (the "CapEx Pull-Forward Amount"); provided that the CapEx Pull-Forward Amount shall reduce, on a dollar-for-dollar basis, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures that would otherwise have been permitted in the next immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures The Borrower will not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that permit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year to exceed the amount set forth below opposite such year, provided that if the Borrower or any consolidated Subsidiary has made any Permitted Acquisition or any sale, transfer, lease or other disposition of assets outside of the ordinary course of business permitted by Section 6.05 during the period of four consecutive fiscal quarters ending on any date during any fiscal year set forth below, the amount set forth below opposite such year shall be adjusted from and after the date of consummation of such Permitted Acquisition, sale, transfer, lease or other disposition of assets (i) by multiplying such amount, without giving effect to any increase thereto pursuant to paragraph (c) below, (the "Base Capex Amount") by the fraction of which the numerator is equal to Consolidated EBITDA for the four-fiscal-quarter period of the Borrower ending with the most recent fiscal quarter then ended (as adjusted in accordance with the second sentence of the definition of the term "Consolidated EBITDA" to give effect to such Permitted Acquisition, sale, transfer, lease or other disposition of assets) and the denominator of which is equal to budgeted Consolidated EBITDA for the same four-fiscal-quarter period of the Borrower, as set forth in the budgets delivered pursuant to Section 7.15(a5.01(f) (other than any revisions delivered after the delivery of the budget for any year) and (ii) with respect to any Permitted Acquisition or any sale, transfer, lease or other disposition of assets outside of the ordinary course of business that is consummated in the same fiscal year in respect of which any adjustment pursuant to the preceding clause (i) is being made, subtracting from the amount calculated in accordance with the preceding clause (i) (the "Pro Forma Capex Amount") (or in the event that the Pro Forma Capex Amount is less than the maximum Base Capex Amount, adding to the Pro Forma Capex Amount) an amount equal to (A) the portion of the excess of the Pro Forma Capex Amount over the Base Capex Amount attributable to such Permitted Acquisition, sale, transfer, lease or other disposition of assets (or in the event that the Pro Forma Capex Amount is less than the Base Capex Amount, the portion of the difference between the Pro Forma Capex Amount and the Base Capex Amount attributable to such Permitted Acquisition, sale, transfer, lease or other disposition of assets) multiplied by (B) the fraction of which the numerator is the number of days from and including the date such Permitted Acquisition, sale, transfer, lease or other disposition of assets is consummated to and including December 31 and the numerator of which is 365. Fiscal Year Ending Amount ------------------ ------ 1999 $7,000,000 2000 $5,800,000 2001 $5,800,000 2002 $5,800,000 2003 $5,800,000 2004 $5,800,000 (b) Notwithstanding the foregoing paragraph (a), in the event that the amount of Capital Expenditures permitted to be made by Section 7.15(athe Borrower and its Subsidiaries pursuant to paragraph (a) with respect to in any fiscal year is greater than the amount of Capital Expenditures made by the Borrower and its Subsidiaries during such fiscal year, the amount 75% of such difference (the “Rollover Amount”) excess may be carried forward and used to make Capital Expenditures utilized in the next immediately succeeding fiscal year; provided year (it being understood and agreed that Capital Expenditures (i) no amount may be carried forward beyond the year immediately succeeding the fiscal year in which it arose and (ii) no portion of the carry-forward amount available in any fiscal year may be used until the entire amount of Capital Expenditures permitted to be made in such fiscal year (without giving effect to such carry-forward amount) shall be counted against have been made). (c) In the event that the Borrower or any Rollover Amount available Subsidiary makes any Capital Expenditures in connection with the construction or acquisition of any Location and the Borrower or any of its Subsidiaries consummates a sale and lease-back transaction with respect to such fiscal year prior to being counted against Location within 180 days after the base earlier of (i) completion of the construction of such Location and (ii) receipt of the certificate of occupancy with respect thereto, the amount of Capital Expenditures set forth in Section 7.15(aparagraph (a) for the fiscal year of the Borrower in which the Borrower or its Subsidiaries receive the Net Proceeds from such sale and lease-back transaction shall be increased by an amount equal to the lesser of (A) the amount of such Net Proceeds or (B) the amount of Capital Expenditures made with respect to such Location during the same and all prior fiscal yearyears ending on or after December 31, 1999. (d) In addition to the Capital Expenditures permitted pursuant to paragraph (a) of this Section 6.12, the Borrower and the Subsidiaries may make additional Capital Expenditures (which shall not be counted towards the amounts set forth in paragraph (a) of this Section 6.12) consisting of the investment of cumulative Excess Cash Flow generated during fiscal years ending on or after December 31, 1999 and not required to be applied pursuant to Section 2.11(c), provided that any prepayments required by Section 2.11(c) shall have been made. No portion of the amounts for Capital Expenditures available in any fiscal year under this paragraph (d) may be used until the entire amount of Capital Expenditures permitted to be made in such fiscal year pursuant to paragraphs (a), (b) and (c) of this Section shall have been made. 100

Capital Expenditures. (a) Make any Capital Expenditure (other than Permitted Acquisitions that constitute Capital Expenditures) except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the its Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure AmountCap”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.): (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.13(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to Annual Cap set forth opposite such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next two succeeding fiscal year; years, provided that the Rollover Amount shall be available first for Capital Expenditures in any the then current fiscal year (but only up to the amount of the annual cap for the immediately preceding fiscal year) until such Rollover Amount is exhausted and then the annual cap for the then current fiscal year shall be counted against available for Capital Expenditures. In addition, if a Permitted Acquisition shall have occurred during any Rollover Amount available with respect to fiscal year after the Closing Date, the amount of Capital Expenditures permitted for such fiscal year and each subsequent fiscal year shall be increased (pro rated for the period in which the acquisition occurs) by an amount equal to 1.5% of the net revenues of the acquired entity or Person acquired pursuant to such Permitted Acquisition for the period of four consecutive fiscal quarter ended most recently prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearacquisition for which financial statements are available.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in In the aggregate for case of the Borrower and its consolidated subsidiaries, permit Capital Expenditures during the Restricted Subsidiaries period from the 101 96 Closing Date through December 31, 2000, to exceed $20,000,000, or during each any fiscal year set forth belowthereafter, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 to exceed $55,000,000; provided provided, however, that the amount of permitted Capital Expenditures permitted to be made in respect of any fiscal year (iother than the fiscal years ending December 31, 2000 and December 31, 2001) shall be (a) increased after the consummation of any Permitted Acquisition in by (i) an amount equal to 1050% of the pro forma aggregate excess of (A) consolidated revenues of EBITDA (as adjusted pursuant to the Acquired Entity or Business so acquired during next succeeding sentence) for the immediately preceding fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition over (such amount, the “Acquired Annual Capital Expenditure Amount”B) $115,000,000 and (ii) may, at the option lesser of the Borrower, be increased by up to (A) 25% of the next succeeding fiscal year’s total amount of permitted Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended Expenditures for the next succeeding immediately preceding fiscal year shall be correspondingly reduced. (including amounts permitted as a result of the application of clause (i) but excluding any unused Capital Expenditures carried forward to such preceding year) and (B) the total amount of unused permitted Capital Expenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) Notwithstanding anything decreased by the amount by which permitted consideration for Permitted Business Acquisitions is increased for such fiscal year as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of determining EBITDA under clause (a)(i)(A) above, there shall be included in the determination of EBITDA for the relevant preceding fiscal year, the EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that the pro forma calculations shall not give effect to such adjustments unless the Borrower shall have delivered to the contrary contained in clause Administrative Agent a certificate of a Financial Officer of the Borrower stating (a) abovethe amount of such adjustments and (b) that such adjustments are consistent with Regulation S-X of the Securities Act of 1933, to as amended, based on the extent that reasonable good faith belief of the Financial Officer executing such certificate at the time of such execution). Notwithstanding the foregoing, the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against not exceed $65,000,000 or, for any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearending on or after December 31, 2003, $85,000,000.

Capital Expenditures. (i) Each of Parent and Borrower shall not, and shall not permit its Subsidiaries to, make or incur Capital Expenditures net of any proceeds received by Borrower from the sale of scaffolding (other than new scaffolding), in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Net Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that (a) Make any Capital Expenditure except for the Maximum Consolidated Net Capital Expenditures not exceedingAmount for any Fiscal Year shall be increased by an amount equal to the excess, in if any, of the aggregate Maximum Consolidated Net Capital Expenditures Amount for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: previous Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that over the actual amount of Capital Expenditures permitted to be made in respect (net of any fiscal year proceeds received by Borrower or any Subsidiary from the sale of scaffolding equipment (iother than scaffolding inventory held for sale in the ordinary course of business)) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of for such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) previous Fiscal Year and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything the Maximum Consolidated Net Capital Expenditures Amount that would otherwise be permitted in any such Fiscal Year pursuant to this subsection 7.8 (including as a result of the contrary contained in application of clause (a) above) may be increased by an amount not to exceed $10,000,000 (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 Maximum Consolidated Net Capital Expenditures Amount applicable to the immediately succeeding Fiscal Year (provided that, other than in respect of the 2012 Fiscal Year, the Company may apply the CapEx Pull-Forward Amount in such immediately succeeding Fiscal Year): 2006 $55,000,000 2007 $55,000,000 2008 $55,000,000 2009 and each Fiscal Year thereafter $45,000,000 (ii) Notwithstanding anything contained herein to the contrary, Borrower and its Subsidiaries may make or incur Capital Expenditures actually made or incurred with Specified Equity Proceeds within six months after Borrower’s receipt thereof (to the extent such Specified Equity Proceeds shall not have been utilized to make Investments pursuant to clause (c) of subsection 7.3(vii); provided that the aggregate amount of all such Capital Expenditures made by or incurred after the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year Restatement Date shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearnot exceed $40,000,000.

Capital Expenditures. (a) Make None of the Group Companies will make any Consolidated Capital Expenditure Expenditures, except for Capital Expenditures not exceeding, in that during any of the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year years set forth below, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures so long as the aggregate amount set forth of such Consolidated Capital Expenditures does not exceed the amount indicated opposite such fiscal yearperiod: Fiscal Year Amount 2007 $ 25,000,000 2008 $ 27,500,000 2009 $ 30,000,000 2010 $ 135,000,000 32,500,000 2011 $ 140,000,000 35,000,000 2012 and thereafter $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.37,500,000 (b) Notwithstanding anything to To the contrary contained extent that Consolidated Capital Expenditures permitted under subsection (a) above for any period set forth above are less than the applicable amount specified in clause the table in subsection (a) above, to 100% of the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used utilized to make Consolidated Capital Expenditures in during the next immediately succeeding fiscal year; provided that . (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination under subsection (a) above) with (A) the Net Cash Proceeds of Asset Dispositions, Casualties and Condemnations, to the extent such Net Cash Proceeds are not required to be applied to repay Loans or Cash Collateralize L/C Obligations pursuant to Section 2.09(b)(iii), (B) the Net Cash Proceeds of Qualifying Equity Issuances not otherwise utilized for any purpose specified in clause (ii) of the definition of “Qualifying Equity Issuance” and (C) that portion of Excess Cash Flow for the fiscal years ended after the Closing Date, if any, not required to be used to prepay the Loans or Cash Collateralize L/C Obligations in accordance with Section 2.09 or utilized to make Investments under Section 7.06(a)(xvi) or to make Restricted Payments under Section 7.07(iii). (d) The amount of Consolidated Capital Expenditures permitted under subsection (a) above for the fiscal year shall ending October 31, 2007 may be counted against any Rollover Amount available increased by an aggregate amount not exceeding $10,000,000 for expenditures incurred in connection with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(are-implementation of an Oracle E-Business Suite 11i (Oracle 11i) with respect to such fiscal yearenterprise resource planning (ERP) system.

Capital Expenditures. (a) Make or commit to make any Capital Expenditure Expenditures, except for that the Borrower and its Subsidiaries may make or commit to make Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, exceeding the amount set forth opposite such below (the “Base Amount”) for each of the fiscal yearyears or periods of the Borrower (or other period) set forth below: Fiscal Year Amount 2010 Closing Date to the end of FY 2000 $ 135,000,000 2011 40,000,000 FY 2001 $ 140,000,000 2012 50,000,000 FY 2002 $ 150,000,000 2013 32,000,000 FY 2003 $ 155,000,000 ; 30,000,000 FY 2004 $ 30,000,000 FY 2005 and thereafter $ 30,000,000 provided that (i) for any period set forth above, the Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (as increased) not spent in the immediately preceding period, (ii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased by the amount of any net cash proceeds from the issuance of Capital Expenditures permitted Stock of the Borrower to, or any capital contribution to be made in respect the Borrower by, the Investor Group or its Affiliates and (iii) for each period of any fiscal year (i) the Borrower, the Base Amount for such period set forth above shall be increased after in the consummation event any Person or assets of any Permitted Acquisition in such Person (an “Acquired Person”) is acquired as permitted herein by an amount equal to 10110% of the pro forma aggregate consolidated revenues amount of capital expenditures (determined in accordance with GAAP) of such Acquired Person for the twelve months prior to the date it was acquired (“Acquired Capital Expenditures”); provided that, with respect to the fiscal year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (A) the Acquired Entity or Business so acquired during Capital Expenditures of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in the fiscal year of the Borrower in which such Acquired Entity or Business beginning after such Permitted Acquisition (such amountPerson was acquired and the denominator of which is 365; and provided, the “Acquired Annual Capital Expenditure Amount”) and (ii) mayfurther, at the option of the Borrowerthat, be increased by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding notwithstanding anything to the contrary contained in clause (a) aboveherein, to the extent that the aggregate amount of additional Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures made with net proceeds received in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(aproperty sales or dispositions under subsection 9.5(g), 9.5(h) with respect to such fiscal yearor 9.5(i).

Capital Expenditures. (a) Make or commit to make any Capital Expenditure Expenditure, except for Capital Expenditures not exceeding, in the aggregate for of the Borrower and its Subsidiaries in the Restricted Subsidiaries ordinary course of business not exceeding $500,000,000 during fiscal year 2006, $475,000,000 during fiscal year 2007, $425,000,000 during fiscal year 2008 and $450,000,000 during each fiscal year set forth belowthereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the amount set forth opposite fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this Section during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; year as provided that above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (a) above. Notwithstanding anything to the contrary with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to be made in respect of any each fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 10% of the pro forma aggregate consolidated revenues of quotient obtained by dividing (A) the Acquired Entity or Business so acquired during the fiscal year amount of such Acquired Entity Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or Business beginning after business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition Acquisition, by (B) three (such amount, the “"Acquired Annual Permitted Capital Expenditure Amount”) and (ii) may"); provided that, at with respect to the option fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the Borrower, be increased by up first sentence of this Section 6.6 with respect to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding such fiscal year shall be correspondingly reducedincreased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, if applicable. (b) Notwithstanding anything to the contrary contained in clause (aSection 6.6(a) above, to for any fiscal year beginning with fiscal year 2008, the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries that would otherwise be permitted in any such fiscal year pursuant to this Section 7.15(a6.6 (including as a result of the amount that is carried forward pursuant to clause (i) is less than of Section 6.6(a)) may be increased by (i) an amount equal to 50% of Adjusted EBITDA (it being understood that (x) the maximum calculation of the amount of Capital Expenditures permitted pursuant to this clause (i) shall be made at the time the relevant Capital Expenditure is made and include a deduction for any other Capital Expenditures made in reliance on this clause (i), but no Default shall occur solely as a result of a decrease in Adjusted EBITDA after the consummation of any such Capital Expenditure and (y) if Adjusted EBITDA is negative, no adjustment shall be made under this clause (i)) less an amount equal to any Investments made by the Loan Parties pursuant to Section 7.15(a6.7(i)(v) with respect and (ii) an amount not to such fiscal yearexceed $100,000,000 (the "CapEx Pull-Forward Amount"); provided that the CapEx Pull-Forward Amount shall reduce, on a dollar-for-dollar basis, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures that would otherwise have been permitted in the next immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year.

Capital Expenditures. (a) Make or become legally obligated to make any Discretionary Capital Expenditure Expenditure, except for Discretionary Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Permitted Capital Expenditure Amount”); provided that (x) and (ii) mayif, at the option of the Borrower, be increased by up to 25% of the next succeeding in any fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Discretionary Capital Expenditures made by the Borrower and the Restricted its Subsidiaries in any during such fiscal year pursuant to Section 7.15(a) is less than the maximum amount of set forth opposite such fiscal year in the chart below (the “CapEx Carryover Amount”), the Borrower and its Subsidiaries may increase Discretionary Capital Expenditures permitted by Section 7.15(a) with respect in the immediately succeeding two fiscal years in an aggregate amount equal to such CapEx Carryover Amount and (y) for any fiscal year, the amount of Discretionary Capital Expenditures that would otherwise be permitted for such difference (the “Rollover Amount”) fiscal year pursuant to this Section 7.16 may be carried forward and used to make increased by the amount of Discretionary Capital Expenditures in permitted for the next immediately succeeding fiscal year; provided that Capital Expenditures , and any such increase used in any fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Discretionary Capital Expenditures that would be counted against any Rollover Amount available with permitted to be made in such immediately succeeding fiscal year. With respect to any fiscal year during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such fiscal year prior to being counted against shall be increased by an amount (or a pro-rated portion of an amount, in the base amount case of the fiscal year in which the Permitted Acquisition occurs) equal the product of (A) the consolidated revenues of the acquired entity or business for the fiscal year immediately preceding the consummation of such Permitted Acquisition as set forth in Section 7.15(athe Acquired Entity Financial Statements and (B) with respect to the quotient obtained by dividing (i) the sum of the CapEx/Revenue Ratio for the two fiscal years immediately preceding consummation of such fiscal yearPermitted Acquisition by (ii) two. 2012 $ 75,000,000 2013 $ 75,000,000 2014 $ 75,000,000 2015 $ 75,000,000 2016 $ 75,000,000 EVENTS OF DEFAULT AND REMEDIES

Capital Expenditures. Make or commit to make any Capital Expenditure, Product Development Expenditure or Franchise Acquisition Expenditure, except (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, (excluding Capital Expenditures referred to in the aggregate for clauses (b) and (c) of this Section) of the Borrower and its Subsidiaries (other than the Restricted Unrestricted Subsidiaries during and eSylvan) in the ordinary course of business not exceeding $7,000,000, $7,500,000, $8,000,000 and $8,500,000 for fiscal years 2004, 2005, 2006 and each fiscal year set forth belowthereafter, the amount set forth opposite such fiscal year: Fiscal Year Amount 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amountrespectively, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, (b) Product Development Expenditures of the Borrower and its Subsidiaries (other than the Unrestricted Subsidiaries and eSylvan) not exceeding $10,000,000 and $5,000,000 for fiscal year 2004 and each fiscal year thereafter, respectively, of the Borrower and (c) Franchise Acquisition Expenditures of the Borrower and its Subsidiaries (other than the Unrestricted Subsidiaries and eSylvan) not exceeding $15,000,000 for each fiscal year of the Borrower; provided, that (i) any such amount referred to in Section 7.7(a) and (b) above, if not so expended in the fiscal year for which it is permitted, may be increased by up to 25% of carried over for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year’s ) and any Capital Expenditure limit (Expenditures or Product Development Expenditures, as increased by the Acquired Annual Capital Expenditure Amount)case may be, in such next succeeding fiscal year shall respectively be deemed made first in respect of such carried over amounts, (ii) any such amount referred to in Section 7.7(c) above, if not so expended in the fiscal year for which case the base amount that it is permitted, may be expended carried over in an amount not to exceed $5,000,000 for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year) and any Franchise Acquisition Expenditures in such next succeeding fiscal year shall be correspondingly reduced. deemed made first in respect of such carried over amount and (biii) Notwithstanding anything to in the contrary contained in clause (a) above, to the extent event that the Consolidated Leverage Ratio does not exceed 2.25:1.00 as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, an additional aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in $10,000,000 shall be available for Franchise Acquisition Expenditures, so long as any additional Franchise Acquisition Expenditure pursuant to this clause (iii) shall not exceed $5,000,000 during any single fiscal year pursuant to Section 7.15(a) is less than of the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearBorrower.

Capital Expenditures. (a) Make The Parent Guarantor shall not, and shall not permit any Restricted Entity to make any Capital Expenditure Expenditure, except for Capital Expenditures (a) paid for by the (i) incurrence of Permitted Debt pursuant to clauses (b), (d), (f), or (h) in the definition thereof which does not have any stated maturity before the fifth anniversary of its incurrence and which does not have a scheduled principal amortization exceeding 7.5% of the original principal amount thereof for any year prior to its stated maturity, (ii) the incurrence of Permitted Debt pursuant to clause (p) thereof and/or (iii) the proceeds of sale-leaseback transactions permitted hereunder and (b) not exceeding, in the aggregate for the Borrower Parent Guarantor and the Restricted its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount . 2010 $ 135,000,000 2011 $ 140,000,000 2012 $ 150,000,000 2013 $ 155,000,000 ; provided that the amount of Capital Expenditures permitted to be made in respect of any $70% multiplied by fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 102009 Consolidated EBITDA 2011 $70% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the multiplied by fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased 2010 Consolidated EBITDA 2012 $70% multiplied by up to 25% of the next succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced. (b) 2011 Consolidated EBITDA 2013 $70% multiplied by fiscal year 2012 Consolidated EBITDA 2014 $70% multiplied by fiscal year 2013 Consolidated EBITDA Notwithstanding anything to the contrary contained in clause (a) abovethis Section 5.7, to the extent that the aggregate amount of Capital Expenditures made by the Borrower Parent Guarantor and the Restricted its Subsidiaries in any fiscal year pursuant to this Section 7.15(a) 5.7 is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect to set forth above for such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against if any Rollover Amount available with respect to is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year prior above. For purposes of this Section 5.7, Consolidated EBITDA shall be calculated on a pro forma basis (as certified by the Parent Guarantor to being counted against the base amount set forth Revolving Administrative Agent) assuming that (without duplication) all Acquisitions, merger and consolidations made and (without duplication) all Dispositions completed and any Debt incurred or repaid in Section 7.15(a) connection therewith, during the four consecutive quarters then most recently ended have been made or incurred or repaid on the first day of such period, in each case, determined in a manner that meets the requirements of Regulation S-X under the Securities Act of 1933, and all other accounting rules and regulations of the SEC promulgated thereunder, with respect to such fiscal yearother adjustments as may be approved by the Revolving Administrative Agent in its reasonable discretion.

Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: Fiscal Year Amount 2006 $27,500,000 2007 $22,500,000 2008 $17,500,000 2009 $18,500,000 2010 $ 135,000,000 $18,500,000 2011 $ 140,000,000 $19,000,000 2012 $ 150,000,000 $19,500,000 2013 $ 155,000,000 ; $20,000,000 2014 $21,000,000 2015 $22,000,000 provided that the amount of Capital Expenditures permitted to be made for each Permitted Acquisition consummated in respect of any fiscal year, the maximum amounts set forth above for such fiscal year (i) and for every fiscal year thereafter shall be increased after the consummation of any Permitted Acquisition in by an amount equal to 103.0% of the pro forma aggregate consolidated total revenues of the Acquired Entity or Business so acquired during for such Permitted Acquisition for the last four full fiscal year quarters preceding the date of consummation of such Permitted Acquisition as determined in financial statements for the Acquired Entity or Business beginning after such Permitted Acquisition (such amount, prepared in accordance with the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by standards set forth in Section 6.01; provided further that up to 25% an additional $25,000,000 of Capital Expenditures in the next succeeding fiscal year’s Capital Expenditure limit (as increased by aggregate after the Acquired Annual Capital Expenditure Amount), in which case the base amount that Original Closing Date may be expended for made to the next succeeding fiscal year shall be correspondingly reducedextent in connection with Projects. (b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a7.16(a) with respect to such fiscal yearyear (without giving effect to the second proviso to Section 7.16(a)) (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year; provided that year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be counted against any Rollover deducted from the Permitted Capital Expenditure Amount available with respect to such in the fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal yearfrom which it was carried back).