Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Permit the aggregate amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its Subsidiaries, the amounts Restricted Subsidiaries in any period set forth below opposite to exceed (i) the amount of such fiscal quarter or fiscal yearCapital Expenditures made with the portion, as if any, of the case may be: providedAvailable Retained Basket Amount on the date of any election that the Borrower elects to apply to this Section 6.10(i), however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such expenditureselection and the amount thereof elected to be so applied (which amount shall, total upon such Capital Expenditure, increase the Available Retained Basket Usage Amount), plus (ii) 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 for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced table above in Section 5.05(frespect 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”), the Borrower may, ; provided that any CapEx Rollover Amount shall be available to be used in such fiscal quarteryear only after the Specified Permitted CapEx Amount for such fiscal year has been fully used in such fiscal year. In addition, make the amount of permitted Capital Expenditures that would otherwise would have been be permitted in any fiscal year pursuant to this Section 6.10 (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 either or both of a fiscal year pursuant to the two fiscal quarters immediately following such fiscal quarterCapEx Pull Forward Amount, and in such event such additional Capital Expenditures shall reduce the amounts available have been made in such following fiscal quarters by a like year in an amount (allocated first equal to the first 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 used in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the Specified Permitted CapEx Amount for the immediately succeeding fiscal quarter and then to the second); provided however that notwithstanding year. Notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal yearthis paragraph, the Borrower may only make such amount of Capital Expenditures as are permitted to be made pursuant to clause (ii) of this Section 6.10 (including as a result of the application of the preceding sentences) in such any fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in shall not exceed 200% of the one fiscal quarter immediately following Specified Permitted CapEx Amount for such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).

Capital Expenditures. Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its Subsidiaries, the amounts Subsidiaries in any period set forth below opposite to exceed the amount set forth below for such fiscal quarter or fiscal yearperiod: RELEVANT PERIOD AMOUNT Closing Date - 9/30/98 $50,000,000 10/1/98 - 9/30/99 $100,800,000 10/1/99 - 9/30/00 $121,900,000 10/1/00 - 9/30/01 $125,500,000 10/1/01 - 9/30/02 $129,100,000 10/1/02 - 9/30/03 $132,700,000 10/1/03 - 9/30/04 $136,300,000 Notwithstanding anything to the contrary contained in this Section 5.02(j), as to the case may be: provided, however, extent that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for made by the period from the Closing Date through the end of the current fiscal quarter Borrower and its Subsidiaries during any Fiscal Year are not more than 10% greater less than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been maximum amount permitted to be made for such Fiscal Year in either or both accordance with the foregoing, 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year in the event the amount permitted in accordance with the foregoing in such succeeding Fiscal Year has been used (it being understood and agreed that no carry-forward amount may be carried forward beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose and that no portion of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional carry-forward amount for any Fiscal Year may be used until the entire amount of Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted Fiscal Year (without giving effect to be made in the one fiscal quarter immediately following such fiscal year; and (Bcarry-forward amount) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the made). The Borrower and its Subsidiaries may also make additional Capital Expenditures at in any time that are paid Fiscal Year, in addition to the maximum amount permitted to be made for such Fiscal Year in accordance with Specified Proceeds the foregoing, in an amount equal to 50% of the maximum amount (excludingeach such amount, a "carry-back amount") permitted to be made for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).immediately succeeding Fiscal Year in

Capital Expenditures. Make The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for that: (a) the Borrower and its Subsidiaries, Subsidiaries may make or commit to make Capital Expenditures not exceeding the amounts amount set forth below opposite such fiscal quarter or fiscal year(the “Base Amount”) for each of the Fiscal Years of the Borrower set forth below: 2005 $ 90.0 million 2006 $ 65.0 million 2007 $ 65.0 million 2008 $ 50.0 million 2009 $ 50.0 million 2010 $ 50.0 million 2011 $ 50.0 million 2012 $ 50.0 million provided that for any period set forth above, as the case Base Amount set forth above may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from be increased for any such expenditure, and period by carrying over to any such period any portion of the Base Amount (2) after without giving effect to any increase) not spent in the immediately preceding period, and that Capital Expenditures in any period shall be deemed first made from the Base Amount applicable to such expendituresperiod in any given period; provided, total further, that for avoidance of doubt, Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Fiscal Year beginning January 1, 2005 shall include Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted made or committed to be made in either or both of by the two fiscal quarters immediately following such fiscal quarter, Borrower and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first its Subsidiaries prior to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and Effective Date. (Bb) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures (i) to the extent funded by the Net Proceeds from Equity Issuances (excluding issuances of Disqualified Equity Interests of the Borrower), subject to first complying with Section 2.05(c)(i), and (ii) at any time in an amount not to exceed the Cumulative Retained Excess Cash Flow Amount at such time. (c) the Borrower and its Subsidiaries may make additional Capital Expenditures not to exceed the QRTC Amount in the aggregate; provided that are paid with Specified Proceeds the aggregate amount of Capital Expenditures made pursuant to this clause (excluding, for c) plus the avoidance aggregate amount of doubt, Investments outstanding under Section 6.04(viii) shall not exceed the QRTC Amount at any Specified Proceeds that are applied to Permitted Acquisitions)one time.

Capital Expenditures. 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 Capital Expenditures made by the Loan Parties and their Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, period set forth in the aggregate for table below to exceed the Borrower and its Subsidiaries, the amounts amount set forth below opposite such fiscal quarter or fiscal year, as the case may beperiod: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total if the amount of the Capital Expenditures for the period from the Closing Date through the end of the current permitted to be made in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), table above is greater than the Borrower may, in such fiscal quarter, make actual amount of the Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be actually made in such fiscal year and additional period (the amount by which such permitted Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following for such fiscal yearperiod exceeds the actual amount of Capital Expenditures for such fiscal period, the "Excess Amount"), then such Excess Amount (each such amount, a "Carry-Over Amount") may be carried forward to the next succeeding fiscal period (the "Succeeding Fiscal Period"); provided, further that, in each case, the applicable Carry-Over Amount for a particular Succeeding Fiscal Period may not be carried forward to another fiscal period. Capital Expenditures made by the Loan Parties and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to their Subsidiaries in any fiscal quarter period shall be deemed to reduce first, the amount set forth in the table set forth above which is not expended in for such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expendituresperiod and, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10second, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)applicable Carry-Over Amount.

Capital Expenditures. 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 Capital Expenditures made by the Loan Parties and their Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, period set forth in the aggregate for table below to exceed the Borrower and its Subsidiaries, the amounts amount set forth below opposite such fiscal quarter or fiscal year, as the case may beperiod: ; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for the period from the Closing Date through the end of the current permitted to be made in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), table above may be increased as follows: if the Borrower may, in such fiscal quarter, make amount of the Capital Expenditures that otherwise would have been permitted to be made in either or both any fiscal period set forth in the table above is greater than the actual amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be actually made in such fiscal year and additional period (the amount by which such permitted Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following for such fiscal yearperiod exceeds the actual amount of Capital Expenditures for such fiscal period, the "Excess Amount"), then such Excess Amount (such amount, the "Carry-Over Amount") may be carried forward to the next succeeding fiscal period (the "Succeeding Fiscal Period"); provided that the Carry-Over Amount applicable to a particular Succeeding Fiscal Period may not be carried forward to another fiscal period and (B) so long as no Default has occurred Capital Expenditures made by the Loan Parties and is continuing or would result therefrom, any amount allocated to their Subsidiaries in any fiscal quarter period shall be deemed to reduce first, the amount set forth in the table set forth above which is not expended in for such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expendituresperiod, and provided that no Default shall have occurred and be continuing and then the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Carry-Over Amount.

Capital Expenditures. Make Other than with respect to Prisma -------------------- Capital Expenditures, which are covered by the following sentence, the Borrower shall not make or incur (or commit to make or incur) and shall not permit any Capital Expenditure in any fiscal quarter of its Subsidiaries to make or fiscal year, except for incur (or commit to make or incur) Capital Expenditures not exceeding(i) in the 1998 fiscal year which exceed, in the aggregate, $1,000,000, (ii) in the 1999 fiscal year which exceed, in the aggregate, $1,000,000 in connection with the Borrower's Date-Sensitive System (the "DSS Capex") and $1,000,000 in connection with any other Capital Expenditures (the "Other Capex"), and (iii) in the 2000 fiscal year and any fiscal year thereafter which exceed, in the aggregate, $1,000,000 for such fiscal year; provided that if the maximum amount set forth above -------- for any period in clauses (ii) and (iii) exceeds the aggregate amount of Capital Expenditures made or incurred (or committed to be made or incurred) during such period (such excess, the "CE Excess"), then the maximum amount set forth above for the following period (but not any subsequent periods) shall be increased by the amount of CE Excess; provided further, that ---------------- calculations of CE Excess during the 1999 fiscal year shall only be made with respect to Other Capex and not DSS Capex. The Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its SubsidiariesSubsidiaries to make or incur (or commit to make or incur) Prisma Capital Expenditures other than Prisma Capital Expenditures which do not exceed, in the amounts set forth below opposite such aggregate, $250,000 in each of the Borrower's 1998 and 1999 fiscal quarter or fiscal year, as the case may be: years; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Prisma Capital Expenditures for in the period from 2000 -------- fiscal year and any fiscal year thereafter shall be applied against the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period limitation set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount clause (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Biii) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)."

Capital Expenditures. Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries to exceed $80,000,000 during the Fiscal Year ending December 31, 1998, $70,000,000 during the amounts set forth below opposite such fiscal quarter or fiscal yearFiscal Year ending December 31, as the case may be: 1999 and $100,000,000 during each Fiscal Year thereafter, provided, howeverthat, other than during the Restricted Period to the extent that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarterany Fiscal Year shall not have been so made, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to may be made in the one fiscal quarter immediately succeeding Fiscal Year; provided further, that for purposes of calculating the aggregate amount of Capital Expenditures permitted in any Fiscal Year, any amounts so carried over from the immediately preceding Fiscal Year shall be deemed to be spent after amounts otherwise permitted to be spent in such Fiscal Year; and provided still further, however, that, during the Restricted Period, after giving effect to any such Capital Expenditure, the aggregate amount of all Unused Working Capital Commitments shall be not less than $100,000,000." (i) Section 5.03 of the Credit Agreement is amended by (i) deleting the words "the Borrower" and substituting therefor the word "Holdings" in the third, fifth, and eighth lines of subsection (b) thereof and in the third, fourth, sixth and eleventh lines of subsection (c) thereof, and (ii) by adding immediately following the phrase "all Other Additions, if any, for such fiscal year; Rolling Period" in subsections (b) and (Bc) so long thereof the following: "and (C) stating that the financial statements of Holdings and its Subsidiaries delivered pursuant to this subsection are substantially the same as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all financial statements of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance same dates and periods". (j) Section 5.03 of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).the Credit Agreement is amended by inserting the following as a new Section 5.03(v):

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiariesit Subsidiaries during each Fiscal Year, the amounts amount set forth below opposite such fiscal quarter or fiscal year, as the case may beFiscal Year: 2011 $ 35,000,000 2012 $ 40,000,000 2013 $ 47,000,000 2014 $ 53,000,000 2015 $ 60,000,000 ; provided, however, that (A) so long if at any time, the Consolidated Total Lease Adjusted Leverage Ratio, as (1) no Default has occurred and demonstrated in a Compliance Certificate reasonably satisfactory to the Administrative Agent, is continuing or would result from any such expenditure, and (2) after giving effect less than 4.00 to such expenditures, total Capital Expenditures 1.00 for the period from the Closing Date through Measurement Periods ended as at the end of the current fiscal quarter are not more than 10% greater than two immediately prior Fiscal Quarter end dates, the total projected Capital Expenditures for the same period restrictions set forth in this Section 7.12 shall not apply until the forecasts referenced earlier of (i) the end of the applicable Fiscal Year or (ii) the date on which the Consolidated Total Lease Adjusted Leverage Ratio, as the end of a Measurement Period for any successive Fiscal Quarters as demonstrated in Section 5.05(f)a compliance certificate reasonably satisfactory to the Administrative Agent, is equal to or greater than 4.00 to 1.00; and ; provided further, however, that if as of the last day of any Fiscal Year, the Borrower may, in such fiscal quarter, make and its Subsidiaries have made Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding provisoperiod consisting of four Fiscal Quarters then ended in an aggregate amount less than the applicable amount set forth above, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) then so long as no Event of Default has occurred is then continuing, an amount equal the lesser of (i) fifty percent (50%) of the unused portion of such permitted Capital Expenditures for such Fiscal Year (excluding any unused amounts carried over from Fiscal Year prior to such Fiscal Year) and is continuing or would result therefrom, (ii) twenty-five percent (25%) of the maximum amount of Capital Expenditures permitted for such Fiscal Year (excluding any amount allocated unused amounts carried over from the Fiscal Year prior to any fiscal quarter such Fiscal Year) as reflected in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during in the next fiscal quarterimmediately following Fiscal Year. In addition Notwithstanding the foregoing, the Borrower will not enter into any new lease arrangements and will not permit any of its Subsidiaries to enter into any new lease arrangements (other than leases which are subject to a binding written commitment on the foregoing Closing Date), and will not make, and will not permit any of its Subsidiaries to make, any uncommitted Capital Expenditures, unless the Consolidated Total Lease Adjusted Leverage Ratio for the Measurement Period most recently completed, after giving pro forma effect to such lease or Capital Expenditure, is 0.25 less than the Consolidated Total Lease Adjusted Leverage Ratio required for such Measurement Period, such compliance to be determined on the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all or Event of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Default then exists or would result therefrom.

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures in the ordinary course of business not exceeding, exceeding for each fiscal year $45,000,000 in the aggregate for the Borrower and its SubsidiariesSubsidiaries during any such fiscal year (together with any such amounts carried over pursuant to clause (i) below, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: “Maximum Cap Ex Amounts”); provided, however, that (Ai) so long as (1A) no Default has occurred and is continuing or would result from any such expenditure, expenditure and (2B) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period Consolidated Leverage Ratio set forth in the forecasts referenced Compliance Certificate (as defined in the Second Amended and Restated Credit Agreement) delivered concurrently with the financial statements most recently delivered to the Term Agent pursuant to Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both 6.01(a) of the two fiscal quarters immediately following such fiscal quarter, Second Amended and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first Restated Credit Agreement is less than 4.75 to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom1.0, any portion of the fixed amount allocated to any fiscal quarter in the table set forth above which is above, if not expended in such the fiscal quarter year for which it is permitted, may be carried over for expenditure during in the next following fiscal quarter. In addition year and (ii) if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year after the fixed amount set forth above has been expended; and provided, further, that any reinvestment in operating assets, in accordance with Section 2.05(b)(ii) of the Second Amended and Restated Credit Agreement, of any Net Cash Proceeds (as defined in the Second Amended and Restated Credit Agreement) arising from Dispositions permitted under Section 7.05 of the Second Amended and Restated Credit Agreement shall not constitute Capital Expenditures for purposes of this Section 7.12 (and, accordingly, such reinvestments shall not reduce the amount of the unutilized Maximum Cap Ex Amounts or otherwise be subject to the foregoing limitations on Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants Expenditures set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsthis Section).

Capital Expenditures. Make (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (Ai) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for during the period from the Closing Date through and including December 31, 2015, the end of the current fiscal quarter are not more than 10% greater than the total projected Borrowers and their Subsidiaries may make Capital Expenditures for so long as the same period aggregate amount of all such Capital Expenditures does not exceed $50,000, and (ii) during any fiscal year of Holdings set forth in the forecasts referenced in Section 5.05(fbelow (taken as one accounting period), the Borrower may, in such fiscal quarter, Borrowers and their Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any fiscal year of Holdings set forth below the amount set forth opposite such fiscal year below: December 31, 2016 $ 750,000 December 31, 2017 $ 1,000,000 December 31, 2018 $ 1,000,000 December 31, 2019 $ 1,000,000 December 31, 2020 $ 1,000,000 (b) In addition to the foregoing, in the event that otherwise would have been the amount of Capital Expenditures permitted to be made by the Borrowers and their Subsidiaries pursuant to clause (a)(ii) above in either or both any fiscal year of the two fiscal quarters immediately following such fiscal quarter, and Holdings (before giving effect to any increase in such event such additional permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures shall reduce actually made by the amounts available in Borrowers and their Subsidiaries during such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower lesser of (x) such excess and (y) 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above may only be carried forward and utilized to make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such succeeding fiscal year; and (B, provided that no amounts once carried forward pursuant to this Section 11.07(b) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated may be carried forward to any fiscal quarter year of Holdings thereafter, provided, further, that in any fiscal year the table corresponding amount set forth above which is not expended in such fiscal quarter may Section 11.07(a) shall be carried over for expenditure during deemed to have been utilized in full prior to the next fiscal quarter. utilization of any amounts pursuant to this Section 11.07(b). (c) In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower Borrowers and its their Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time determination under Section 11.07(a) or (b)) with the amount of (x) Net Sale Proceeds received by a Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 360 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Permitted AcquisitionsSection 6.02(e). (d) In addition to the foregoing, the Borrowers and their Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.07(a) or (b)) with the amount of Net Cash Proceeds received by a Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 360 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment pursuant to Section 6.02(g). (e) In addition to the foregoing, the Borrowers and their Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.07(a) or (b)) constituting Permitted Acquisitions effected in accordance with the requirements of Section 10.16.

Capital Expenditures. Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures not exceeding, of the Restricted Group Members in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) ordinary course of business made while no Event of Default has occurred and is continuing or would result from not exceeding in any fiscal year of the Borrower the sum of (i) $18,000,000, (ii) an amount equal to 50% of the aggregate excess of LTM EBITDA for the prior fiscal year over the minimum LTM EBITDA required by Section 6.1(a) for such expenditurefiscal year (without adding in any Non-Operating Asset Sale Proceeds as permitted by the proviso to such Section), (iii) an amount equal to Non-Operating Asset Sale Proceeds received during such fiscal year, up to a maximum of $4,000,000 for this clause (iii), and (2iv) after giving effect an amount equal to such expenditures, total Capital Expenditures for the period from the Closing Date through the end 50% of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in Non-Operating Asset Sale Proceeds received during such fiscal year and from any additional Capital Expenditures Disposition of Non-Operating Assets permitted pursuant to the proviso to Section 6.5(e); provided, that otherwise would have been permitted any such amount referred to be made above, if not so expended in the one fiscal quarter immediately following such year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year; and provided, further, that the Restricted Group Members shall be permitted to make additional Capital Expenditures (BA) as described on Schedule 6.7 so long as no Default has occurred and is continuing or would result therefrom, (x) such Capital Expenditures do not exceed in any such fiscal year the amount allocated set forth for such fiscal year on Schedule 6.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal quarter in the table set forth above which year is not expended in such fiscal quarter year for such item, the amount for such item not so expended in such fiscal year may be carried over expended for expenditure during such item in any subsequent fiscal year) and are for the next fiscal quarter. In addition to items described on such Schedule 6.7 and (y) for each such described item, the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and amount expended on such item does not exceed the Borrower shall be amount set forth on such Schedule for such item; (B) in compliance on a Pro Forma Basis with all respect of the covenants set forth conversion of operating leases existing on the Closing Date and listed on Schedule 6.13 into Capital Leases within 60 days after the Closing Date and (C) with the Net Cash Proceeds of any Recovery Event with respect to which a Reinvestment Notice has been delivered in accordance with Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions2.9(b).

Capital Expenditures. Make (a) Holdings will not and will not permit any of its Subsidiaries to, make or commit to make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles and including Capitalized Lease Obligations (collectively, "Capital Expenditure in any fiscal quarter or fiscal yearExpenditures"), except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at so long as the aggregate amount thereof does not exceed during any time period or fiscal year, the amount set forth below opposite such date: -69- Fiscal Year Ended Amount ----------------- ------ Effective Date-December 31, 2000 $130,000,000 December 31, 2001 70,000,000 December 31, 2002 40,000,000 December 31, 2003 40,000,000 December 31, 2004 40,000,000 December 31, 2005 45,000,000 December 31, 2006 and each fiscal year thereafter 25,000,000 (b) Notwithstanding anything to the contrary contained in Section 9.08(a), to the extent that Capital Expenditures incurred during any period set forth in Section 9.08(a) are paid less than the amount set forth opposite such period above, 100% of such unused amount may be carried forward to the immediately succeeding fiscal year and utilized to make Capital Expenditures in excess of the amount permitted above in the following fiscal year; provided, that, (x) amounts carried forward from the immediately preceding fiscal year, if any, shall be utilized in full during the next fiscal year to incur Capital Expenditures before the relevant amount set forth opposite such next fiscal year shall be utilized to incur Capital Expenditures during such fiscal year and (y) no amounts once carried forward to the next fiscal year may be carried forward again to any fiscal year thereafter. (c) Notwithstanding the foregoing, the Borrower shall be permitted to make expenditures in connection with Specified Proceeds (excludingthe consummation of the Acquisition, for on or prior to June 30, 2000, in an amount not to exceed the avoidance of doubtAcquisition Price, any Specified Proceeds that are applied to Permitted Acquisitions)which expenditures shall not be included in the amounts set forth above.

Capital Expenditures. Make any Capital Expenditure or permit to be made in any fiscal quarter or fiscal yearyear Capital Expenditures, except for including Capital Expenditures not exceedingLease Obligations, in excess of $8,000,000 in the aggregate for such fiscal year; provided, however, that any unused amount of Capital Expenditures permitted to be made during a fiscal year may be carried over to the Borrower next fiscal year only (but not to any subsequent year thereafter) and shall be deemed to be the first Capital Expenditures made during such next fiscal year (provided that in any event the total amount of Capital Expenditures for such next fiscal year shall not exceed $12,000,000 in the aggregate); and provided, further, that, notwithstanding the above limitations, the Company and its SubsidiariesSubsidiaries may during the three year period immediately following the Closing Date make up to $5,000,000 in the aggregate of Capital Expenditures relating solely to an enterprise resource planning system; and provided, further, that the amounts above limitations, to the extent permitted in the following sentence, shall not apply to Capital Expenditures (i) in respect of the reinvestment of sales proceeds, insurance proceeds and condemnation proceeds received by the Company and its Subsidiaries in connection with the sale, transfer or other disposition of the Company's business units, assets or properties, if such reinvestment (including, in the case of insurance proceeds, reinvestment in the form of restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term, (ii) to the extent paid with 144 the proceeds of an issuance by the Company of its Capital Stock not required to be applied as a prepayment of the Loans pursuant to Section 6.2(b), (iii) in respect of the reinvestment of the excess, if any, of (x) the Net Cash Proceeds resulting from the sale, transfer or other disposition of the Bridgeport Property over (y) any costs and expenses incurred by the Company in connection with any environmental remediation of the Bridgeport Property and (iv) in respect of the change of location of the Company's administration facility and distribution center; provided that such Capital Expenditures under this clause (iv) do not exceed $1,000,000 in the aggregate over the term of this Agreement. The exclusion from the Capital Expenditures limitations set forth below opposite in any of clauses (i) through (iv) of the preceding sentence shall only be permitted, in each case, if and to the extent the Capital Expenditures referred to in such fiscal quarter clause are made in the period commencing on the first date the Company or fiscal yearthe relevant Subsidiary receives any cash proceeds from the relevant event referred to in such clause giving rise to such cash proceeds (or the date the Company changes the location of its administration facility or distribution center, as the case may be: provided, however, that with respect to clause (Aiv)) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, ending on the date 360 days thereafter and (2) may not be carried forward after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)period.

Capital Expenditures. Make Borrower shall not make or become obligated to make, and shall not permit any of its Subsidiaries to make or become obligated to make, Capital Expenditure Expenditures (other than Maintenance CAPEX) in respect of the fiscal year ending June 30, 2010 and any subsequent fiscal year in excess of $15,000,000; provided that, until such time as the Fixed Charge Coverage Ratio as of the last day of a fiscal quarter of Borrower occurring after the Amendment No. 3 Effective Date for the four fiscal quarters ending on such day shall be greater than 2.00 to 1.00, Borrower shall not make or become obligated to make, and shall not permit any of its Subsidiaries to make or become obligated to make, Capital Expenditures the proceeds of which shall be used for the acquisition or construction of vessels, other than construction of vessels for which Borrower or a Subsidiary became obligated prior to the Amendment No. 3 Effective Date; and provided, further, that from and after such time as the Fixed Charge Coverage Ratio as of the last day of a fiscal quarter of Borrower occurring after the Amendment No. 3 Effective Date for the four fiscal quarters ending on such day shall be greater than 2.00 to 1.00, Borrower shall not make or become obligated to make, and shall not permit any of its Subsidiaries to make or become obligated to make, Capital Expenditures the proceeds of which shall be used for the acquisition or construction of vessels (other than construction of vessels for which Borrower or a Subsidiary became obligated prior to the Amendment No. 3 Effective Date) in respect of any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, year in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end excess of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)$50,000,000.

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its SubsidiariesSubsidiaries during (a) each of fiscal years 2007, the amounts set forth below opposite such 2008 and 2009, $12,000,000, (b) fiscal quarter or year 2010 and (c) each subsequent fiscal year, as the case may be: $12,500,000; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect up to 100% of such expendituresamount, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is if not expended in such the fiscal quarter year for which it is permitted, may be carried over for expenditure during in the next following fiscal quarteryear (the “Capital Expenditure Carryover Amount”); provided further that any Capital Expenditures made in a particular fiscal year shall first be deemed to have been made with the portion of Capital Expenditures permitted for such fiscal year, before the Capital Expenditure Carryover Amount is applied to such fiscal year. In addition Notwithstanding anything to the foregoing 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 ExpendituresExpenditures permitted under the preceding sentence applicable to each fiscal year shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of such 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 (such amount, the “Acquired Permitted Capital Expenditure Amount”); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 7.12 with respect to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and provided that no Default shall have occurred and be continuing (y) a fraction, the numerator of which is the number of days remaining in such fiscal year and the Borrower shall be in compliance on a Pro Forma Basis with all denominator of the covenants set forth in Section 7.10which is 365 or 366, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)if applicable.

Capital Expenditures. Make any Limitation on Capital Expenditure Expenditures. Permit the aggregate amount of Capital Expenditures (other than Excluded Capital Expenditures) made in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in year by the aggregate for the Borrower Company and its Subsidiaries, Restricted Subsidiaries to exceed the amounts amount set forth below opposite such fiscal quarter or year below (each such amount, a Scheduled Capital Expenditure Amount): Year Amount (in millions) January 1, 2008 - December 31, 2008 $ 1,250 January 1, 2009 and each fiscal year, as the case may be: year thereafter $ 1,000 provided, however, that that (Ai) so long as (1) no Default Event of Termination or Potential Event of Termination has occurred and is continuing or would result from any such expenditure, and (2) after giving effect an amount equal to such expenditures, total Capital Expenditures for the period from the Closing Date through the end 50% of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period any portion of any amount set forth above, if not expended in the forecasts referenced fiscal year for which it is permitted above, may be carried over for expenditure in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by year (each such amount, a like amount (allocated first to the first succeeding fiscal quarter and then to the secondCarry-Forward Amount); provided however that notwithstanding anything to the contrary if any such amount is so carried over, it will be deemed used in the immediately preceding proviso, with regard to any fiscal year, year after the Borrower may only make such Capital Expenditures as are permitted to be made in amount set forth opposite such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal yearabove; and and (Bii) so long as no Default Event of Termination or Potential Event of Termination has occurred and is continuing or would result therefromfrom such expenditure, any amount allocated to if Capital Expenditures (other than Excluded Capital Expenditures) made during any fiscal quarter in year exceed the table amount set forth above which is not expended in opposite such fiscal quarter year above, if any, an amount up to 50% of the Scheduled Capital Expenditures Amount for the next succeeding fiscal year (each such amount, a carry-back amount) may be carried over for expenditure during back to such prior fiscal year and 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 fiscal quarter. In addition year immediately prior to the foregoing fiscal year of such Scheduled Capital Expenditures, Expenditure Amount and provided that no Default shall have occurred and be continuing and (B) the Borrower portion of the carry-back amount actually utilized in any fiscal year shall be deducted from the Scheduled Capital Expenditure Amount in compliance on a Pro Forma Basis with all the fiscal year 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 make Capital Expenditures in an aggregate amount pursuant to Section 7.11(c) of the covenants set forth Senior Facility Credit Agreement not to exceed the portion, if any, of the Applicable Amount (as defined in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time Senior Facility Credit Agreement) on the date of such election that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied Restricted Parties elect to Permitted Acquisitions)apply such clause.

Capital Expenditures. (a) Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures not exceeding, of the Company and its Subsidiaries in the aggregate for the Borrower ordinary 109 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 its Subsidiaries, the amounts set forth below opposite such $450,000,000 during each fiscal quarter or fiscal year, as the case may be: year thereafter; provided, however, that (Ai) so long as (1) no Default has occurred and is continuing or would result from up to 100% of any such expenditureamount referred to above, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are if not more than 10% greater than the total projected Capital Expenditures for the same period set forth so expended in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and for which it is continuing or would result therefrompermitted, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during in the next succeeding fiscal quarteryear 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 as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (a) above. In addition Notwithstanding anything to the foregoing contrary with respect to any fiscal year of the Company during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital ExpendituresExpenditures permitted under the preceding sentence applicable to each fiscal year shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of such 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 (such amount, the "Acquired Permitted Capital Expenditure Amount"); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 6.06 with respect to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and provided (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 Section 6.06(a) above, for any fiscal year beginning with fiscal year 2008, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.06 (including as a result of the amount that is carried forward pursuant to clause (i) of Section 6.06(a)) may be increased by (i) an amount equal to 50% of Adjusted EBITDA (it being understood that the 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 have occurred 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 Borrowers pursuant to Section 6.07(i)(iv) and be continuing and (ii) an amount not to exceed $100,000,000 (the Borrower "CapEx Pull-Forward Amount"); provided that the CapEx Pull-Forward Amount shall be in compliance reduce, on a Pro Forma Basis with all of the covenants set forth in Section 7.10dollar-for-dollar basis, the Borrower and its Subsidiaries may make additional amount of Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for would otherwise have been permitted in the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)immediately succeeding fiscal year.

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Permit Capital Expenditures not exceeding, in to be greater than the aggregate for the Borrower and its Subsidiaries, the amounts set forth in the table below opposite such fiscal quarter or fiscal year, as during the case may be: applicable Fiscal Year; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the maximum amount of Capital Expenditures for permitted in any Fiscal Year pursuant to the period from table below shall be increased by the Closing Date through the end amount of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been were permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first pursuant to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary table below in the immediately preceding proviso, with regard Fiscal Year (without giving effect to any fiscal yearcarryover amount from prior Fiscal Years) over the amount of Capital Expenditures actually made during such preceding Fiscal Year as permitted pursuant to the table below (and for purposes hereof, the Borrower may only make amount of such Capital Expenditures as are made during any Fiscal Year shall be deemed to have been made first from the amount permitted to be made in such fiscal year Fiscal Year pursuant to the table below without giving effect to any such carryover from the preceding Fiscal Year and additional last from the carryover, if any, from the preceding Fiscal Year). Notwithstanding anything to the contrary, Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following aggregate amount of the sum of (a) Fifty Million Dollars ($50,000,000) plus (b) the unused portion of the Permitted Acquisition Basket (after taking into account any reductions thereof for acquisitions made after the Closing Date and for any prior Capital Expenditures permitted pursuant to this sentence) (collectively, the “Additional Capital Expenditures Basket”), shall not be included in the calculation of Capital Expenditures for purposes of the table below to the extent that such fiscal year; Capital Expenditures are used in the construction or equipping of a facility (i) which either the Borrower or a Subsidiary of the Borrower will construct, operate or manage or will be responsible for constructing, managing or operating pursuant to a notice of award of a Government Contract and (ii) where the construction of such facility has already commenced. In addition, (A) expenditures made for any acquisition permitted under Section 11.3(a), (B) so long as no Default has occurred expenditures made with the proceeds of Non-Recourse Project Financing Indebtedness and (C) expenditures not exceeding Six Million Dollars ($6,000,000) in aggregate made in connection with the development and implementation of the Borrower’s information technology project that is continuing or would result therefromcurrently expected to be completed in 2007, any amount allocated to any fiscal quarter shall not be included in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing calculation of Capital Expenditures. Closing Date through January 2, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with 2006 $ 19.0 January 3, 2006 through December 31, 2006 $ 19.0 January 1, 2007 through December 30, 2007 $ 19.0 December 31, 2007 through December 27, 2008 $ 19.0 December 28, 2008 through January 2, 2010 $ 19.0 January 3, 2010 through January 2, 2011 $ 24.0 January 3, 2011 through Term Loan Maturity Date $ 24.0 Until all of the covenants Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 7.1014.11, the Borrower has not and will not and will not permit any of its Restricted Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).to:

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year of the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year(taken as one accounting period) (it being understood and agreed that for purposes of this Section 9.07 only, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date September 30, 2004 through the end December 31, 2004 shall be deemed to be part of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromending on December 31, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.102005), the Borrower and its Subsidiaries may make additional Capital Expenditures at so long as the aggregate amount of all such Capital Expenditures does not exceed in any time fiscal year of the Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year Ending On Amount --------------------- ------------- December 31, 2005 $ 100,000,000 December 31, 2006 $ 85,000,000 December 31, 2007 $ 75,000,000 and thereafter (b) Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any fiscal year of the Borrower (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, 50% of such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in the immediately succeeding fiscal year (it being understood and agreed that in such succeeding fiscal year Capital Expenditures shall be deemed to have been made first from the amount permitted for such year pursuant to clause (a) above and second from the Rollover Amount). (c) In addition to the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 365 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied to repay Term Loans pursuant to Section 4.02(e) or reduce the Total L/C Commitment pursuant to Section 3.03(d). (d) In addition to the foregoing, the Borrower or any of its Subsidiaries may make Capital Expenditures with the amount of Net Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 365 days following the date of receipt of such Net Insurance Proceeds from such Recovery Event, but only to the extent that such Net Insurance Proceeds are not otherwise required to be applied to repay Term Loans pursuant to Section 4.02(g) or reduce the Total L/C Commitment pursuant to Section 3.03(d). (e) In addition to the foregoing, the Borrower and its Wholly-Owned Domestic Subsidiaries that are paid Subsidiary Guarantors may consummate (x) Permitted Acquisitions in accordance with Specified Proceeds the requirements of Section 8.17 and (excluding, for y) the avoidance Starpower Acquisition in accordance with the provisions of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsSection 9.02(xv).

Capital Expenditures. Make (a) The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that the Borrower may make Capital Expenditures so long as the aggregate amount thereof for any fiscal quarter or year of the Borrower does not exceed the sum of (i) $6,500,000 and (ii) an amount equal to 50% of the excess of $6,500,000 over the amount of Capital Expenditures made during the preceding fiscal yearyear of the Borrower; provided that amounts carried forward from the immediately preceding fiscal year of the Borrower, except if any, shall be utilized during the then current fiscal year of the Borrower to make Capital Expenditures prior to the utilization of the $6,500,000 allocation for Capital Expenditures not exceeding, in for such current fiscal year of the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: Borrower; provided, howeverfurther, that (A) so long as (1) Capital Expenditures shall be permitted only if no Default has occurred or Event of Default (both before and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Btransaction) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be is in pro forma compliance on a Pro Forma Basis with all of Sections 10.09, 10.10 and 10.20 after giving effect to such transaction; provided, however, that notwithstanding the covenants set forth in Section 7.10immediately preceding proviso, the Borrower and its Subsidiaries may shall be permitted to make additional Maintenance Capital Expenditures at Expenditures. (b) The amounts set forth above in any time that fiscal year of the Borrower shall be increased by the amount of cash proceeds received by the Borrower during the immediately preceding fiscal year of the Borrower (as certified to the Banks by the Borrower) from the sale of equipment and from the sale of attaching machinery to the extent such assets are paid with Specified Proceeds (excluding, for permitted to be sold pursuant to Section 10.02(ii) and the avoidance of doubt, any Specified Proceeds that proceeds from such sale are applied permitted to Permitted Acquisitionsbe reinvested in the business pursuant to Sections 10.02(ii) and 5.02(A)(f).

Capital Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Unfinanced Capital Expenditure that would cause the aggregate amount of all Unfinanced Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed (i) $5,000,000 in the Fiscal Year ended December 31, 2019, or (ii) $5,500,000 in any fiscal quarter or fiscal yearFiscal Year ended thereafter; provided that, except for if the actual amount of the Unfinanced Capital Expenditures not exceeding, made in the aggregate for the Borrower and its Subsidiaries, the amounts any Fiscal Year as set forth below opposite such fiscal quarter or fiscal year, as herein is less than the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total amount of Unfinanced Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Fiscal Year as set forth herein (the amount by which such permitted Unfinanced Capital Expenditures for such Fiscal Year exceeds the actual amount of Unfinanced Capital Expenditures for such Fiscal Year, the “Carry-Over Amount”), then such Carry-Over Amount may be carried forward to the next succeeding Fiscal Year (the “Succeeding Fiscal Year”); provided further, that otherwise would have been the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until the amount permitted herein to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter Fiscal Year has first been used in full, and the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried over for expenditure during the next fiscal quarter. In addition forward to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)another Fiscal Year.

Capital Expenditures. Make any (a) The Borrower shall not, and it shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditure Expenditures or deposit funds in the Capital Replacement Reserve Account, in any fiscal quarter or fiscal year, except for Capital Expenditures not exceedingFiscal Year, in the an aggregate amount for the Borrower and its the Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that in excess of: (Ai) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for during the period of time from the Closing Opening Date through the end of the current fiscal quarter are not more than 10% greater than Fiscal Year in which the total projected Capital Expenditures Opening Date occurs (the “Initial Period”), an amount equal to the product of (i) $5,663,700, times (ii) the number of days during the Initial Period, divided by (iii) 365; and (ii) for each Fiscal Year commencing after the Fiscal Year in which the Opening Date occurs, an amount equal to the product of (i) the Consolidated Net Revenues for the same period set forth preceding Fiscal Year (or, in the forecasts referenced case of the first full Fiscal Year after the Opening Date, the product of (x) the Consolidated Net Revenues during the Initial Period, times (y) 365, divided by (z) the number of days in Section 5.05(fthe Initial Period), times (ii) four percent (4.0%). (b) Notwithstanding the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount foregoing, (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Bi) so long as no Default has occurred and is continuing or would result therefrom, if any amount allocated referred to any fiscal quarter in the table set forth above which is not expended or deposited in the Fiscal Year (or portion thereof) for which it is permitted, such fiscal quarter non-expended amount (the “Carryover Amount”) may be carried over for expenditure during or deposit in the next fiscal quarter. In addition immediately succeeding eighteen (18) months (with amounts expended or deposited in any Fiscal Year applied, first, against the Carryover Amount (if any) (and applied against the Carryover Amount in forward order of expiration of such Carryover Amount) and, second, against the amount referred to above for such Fiscal Year); and (ii) the following additional Consolidated Capital Expenditures and deposits in the Capital Replacement Reserve Account shall be permitted without regard to the foregoing amount of Consolidated Capital ExpendituresExpenditures and deposits in the Capital Replacement Reserve Account made during any period, and shall not be taken into account in determining the amount of Consolidated Capital Expenditures and deposits in the Capital Replacement Reserve Account that may be made in any period: (1) Consolidated Capital Expenditures or deposits in the Capital Replacement Reserve Account made in connection with the development and construction of the Project; (2) Consolidated Capital Expenditures or deposits in the Capital Replacement Reserve Account funded with amounts deposited in the accounts governed by the Disbursement Agreement; (3) Consolidated Capital Expenditures or deposits in the Capital Replacement Reserve Account for the Roadway Improvement; and (4) Consolidated Capital Expenditures or deposits in the Capital Replacement Reserve Account funded with the Retained ECF Amount (provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all each of the covenants set forth in Section 7.10, 6.07 determined on a pro forma basis as of the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, last day of the most recent Fiscal Quarter for the avoidance of doubt, any Specified Proceeds that are applied which financial statements have been delivered pursuant to Permitted AcquisitionsSection 5.01(b) or 5.01(c)).

Capital Expenditures. Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures other than: (i) Project Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: ; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any the aggregate amount of such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Project Capital Expenditures shall reduce not exceed, during any Fiscal Year commencing with the amounts available in Fiscal Year ending December 31, 2010, an amount equal to eight percent (8%) of Gross Gaming Revenues for such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); Fiscal Year, provided however that notwithstanding anything to the contrary in the immediately preceding provisoif, with regard to for any fiscal yearsuch Fiscal Year, the Borrower may only make such amount of Project Capital Expenditures as are permitted to be made in such fiscal year and additional Fiscal Year exceeds the aggregate amount of Project Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and by the Borrower shall be in compliance on a Pro Forma Basis with all and its Subsidiaries during such Fiscal Year (the amount of such excess being the covenants set forth in Section 7.10“EXCESS PROJECT CAPEX AMOUNT”), the Borrower and its Subsidiaries may shall be entitled to make additional Project Capital Expenditures at 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 (1) the Excess Project Capex Amount and (2) 75% of the amount permitted to be made in such immediately preceding Fiscal Year (after giving effect to any time Carryover Project Capex Amount); provided, further, that are paid with Specified Proceeds 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 (excluding, for ii) Maintenance Capital Expenditures made by the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Borrower and its Subsidiaries.

Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) (i) any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for respect of major maintenance expenses of the Borrower and its Subsidiaries, Restricted Subsidiaries in the amounts ordinary course of business in any fiscal year set forth below if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth below opposite such fiscal quarter year: 2007 $ 385,000,000 2008 $ 388,000,000 2009 $ 250,000,000 2010 $ 295,000,000 2011 $ 381,000,000 2012 $ 372,000,000 2013 $ 372,000,000 2014 $ 372,000,000 or fiscal year, as the case may be: provided, however, that (Aii) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total other Capital Expenditures for the period from the Closing Date through the end of the current Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period year set forth in on Schedule 6.15 if the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make all such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in exceed the one fiscal quarter immediately following amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (Bii), (a) any such amount, if not so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter expended in the table set forth above fiscal year for which it is not expended in such fiscal quarter permitted, may be carried over for expenditure during in the next succeeding fiscal quarteryear, and (b) at the Borrower’s election, the amount of Capital Expenditures permitted in any fiscal year may be increased by reducing the permitted amount of Capital Expenditures in the next succeeding fiscal year in an amount equal to such increase. In addition 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 foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and extent permitted under Section 2.16(e) without reducing the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants amount permitted for any fiscal year set forth in Section 7.10the immediately preceding sentence; provided that any such amount, if not so expended in the Borrower and its Subsidiaries fiscal year for which it is permitted, may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, be carried over for expenditure in the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)next succeeding fiscal year.

Capital Expenditures. Make (a) MMI Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except that, at any time after the Initial Borrowing Date, the Borrowers and their respective Subsidiaries may make Capital Expenditures so long as the aggregate amount of such Capital Expenditures does not exceed (i) $3,000,000 at any time prior to December 31, 1997, (ii) $20,000,000 at any time prior to December 31, 1998 and (iii) $25,000,000 in any fiscal quarter or fiscal year, except for Capital Expenditures not exceedingyear of MMI Holdings thereafter. (b) Notwithstanding the foregoing, in the aggregate for event that the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total amount of Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made by the Borrowers and their respective Subsidiaries pursuant to clause (a) above in either or both of the two any fiscal quarters immediately following such fiscal quarter, and year (before giving effect to any increase in such event permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such additional Capital Expenditures shall reduce made by the amounts available in Borrowers and their respective Subsidiaries during such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, such excess (the Borrower "Rollover Amount") may only be carried forward and utilized to make Capital Expenditures in succeeding fiscal years, provided that in no event shall the -------- aggregate amount of Capital Expenditures made by the Borrowers and their respective Subsidiaries during any fiscal year pursuant to Section 8.09(a) and this Section 8.09(b) exceed $30,000,000. (c) Notwithstanding the foregoing, the Borrowers and their respective Subsidiaries may make Capital Expenditures with the Net Cash Proceeds of Asset Sales to the extent such proceeds are not required to be applied to repay Revolving Loans pursuant to Section 4.02(A)(b) (or reduce the Total Revolving Loan Commitment pursuant to Section 4.02(A)(c). (d) Notwithstanding the foregoing, the Borrowers and their respective Subsidiaries may make Capital Expenditures with the insurance proceeds received by any such Person from any Recovery Event so long as such Capital Expenditures as are permitted to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsrepay Revolving Loans pursuant to Section 4.02(A)(e).

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding (a) normal replacements and maintenance which are properly charged to current operations and (b) any such capital expenditure that is also a Permitted Acquisition), except for capital expenditures in the ordinary course of business not exceeding in the aggregate (i) the sum of $50,000,000 and the Existing CapEx Carry-Over Amount, in the case of any such expenditures made during the fiscal year 2008, (ii) $60,000,000, in the case of any such expenditures made during the fiscal year 2009, (iii) $70,000,000, in the case of any such expenditures made during the fiscal year 2010 and (iv) $80,000,000, in the case of any such expenditures made in any fiscal quarter or fiscal yearyear of the Company ending after December 31, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: 2010; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromfrom such expenditure, any portion of the amount allocated to any fiscal quarter in the table set forth above which is above, if not expended in such a given fiscal quarter year, may be carried over for expenditure during in the next following fiscal quarteryear. In addition Leases. Create, incur, assume, or suffer to exist any obligation as lessee for the foregoing rental or hire of any real or personal property, except (a) Capital ExpendituresLeases and Synthetic Leases permitted by Section 7.03, (b) leases existing on the date of this Agreement and provided that no Default shall have occurred and be continuing and any extensions or renewals thereof disclosed on Schedule 7.13, (c) leases (other than Capital Leases) entered into by the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower Company and its Subsidiaries may which do not in the aggregate require the Company and its Subsidiaries on a consolidated basis to make additional Capital Expenditures payments (including taxes, insurance, maintenance, and similar expense which the Company or any Subsidiary is required to pay under the terms of any lease) in any fiscal year of the Company in excess of $35,000,000, (d) leases among the Company and its Subsidiaries and (e) leases of precious, semi-precious, or other metals in the nature of consignment agreements for inventory in the ordinary course of business. Hazardous Materials; Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the "Indemnified Parties") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon. Prepayment of Indebtedness, Etc. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Indebtedness, other than as permitted under the applicable subordination agreement relating thereto. Fiscal Year. Change its fiscal year for accounting or financial reporting purposes from that are paid in effect on the Closing Date. Sonion Intercompany Loan. Prepay or repay any portion of the Sonion Intercompany Loan; provided, that Sonion may make a repayment or prepayment, in whole or in part, of the Sonion Intercompany Loan so long as (i) concurrently with such repayment or prepayment, Pulse Denmark makes a prepayment of the Committed Primary Revolving Loans (other than the Specified Proceeds Committed Primary Revolving Borrowing) made to it in an amount at least equal to the amount of such repayment or prepayment of the Sonion Intercompany Loan or (excludingii) in the event that at the time of such repayment or prepayment no Committed Primary Revolving Loans (other than the Specified Committed Primary Revolving Borrowing) shall be outstanding, Pulse Denmark applies the proceeds of such repayment or prepayment of the Sonion Intercompany Loan for a purpose other than the avoidance repayment of doubtIndebtedness incurred to finance the Sonion Acquisition or related interest, fees or expenses, and delivers to the Administrative Agent evidence reasonably satisfactory to it of such application. In furtherance of the foregoing, in the event of any Specified Proceeds that are repayment or prepayment of the Sonion Intercompany Loan (other than in circumstances referred to in clause (ii) above), (A) the Company shall deliver, on behalf of Pulse Denmark and in accordance with Section 2.05(a) and this subsection (a), a notice of prepayment of such Committed Primary Revolving Loans and (B) Sonion shall, and the Company shall cause Sonion to, deliver, on behalf of Pulse Denmark, to the Administrative Agent the full amount of such prepayment of the Sonion Intercompany Loan, such funds to be applied to Permitted Acquisitions).such prepayment of the Committed Primary Revolving Loans. Amend, supplement or otherwise modify the Sonion Intercompany Loan, or any agreement, document or instrument evidencing or otherwise relating to the Sonion Intercompany Loan, in a manner that is adverse in any material respect to the interests of the Lenders. EVENTS OF DEFAULT AND REMEDIES

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in In the aggregate for case of the Borrower and its Subsidiariesconsolidated subsidiaries, the amounts set forth below opposite such permit Capital Expenditures during any fiscal quarter or fiscal yearyear ending after December 31, as the case may be: 2004 to exceed $85,000,000; provided, however, that the amount of permitted Capital Expenditures in any fiscal year shall be (a) increased by (i) an amount equal to 50% of the excess of (A) so long consolidated EBITDA (as adjusted pursuant to the next succeeding sentence) for the immediately preceding fiscal year over (1B) no Default has occurred and is continuing or would result from any such expenditure, $150,000,000 and (2ii) after giving effect to such expenditures, the lesser of (A) 25% of the total amount of permitted Capital Expenditures for the period from the Closing Date through the end immediately preceding fiscal year (including amounts permitted as a result of the current fiscal quarter are not more than 10% greater than application of clause (i) but excluding any unused Capital Expenditures carried forward to such preceding year) and (B) the total projected amount of unused permitted Capital Expenditures for the same period set forth immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) 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 forecasts referenced in Section 5.05(f), determination of EBITDA for the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately relevant preceding proviso, with regard to any fiscal year, the Borrower may only make EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Capital Expenditures as are permitted to be made in Permitted Business Acquisition had occurred on the first day of such preceding fiscal year and additional Capital Expenditures that otherwise would have been permitted (including giving effect to be made in pro forma adjustments allowed under Regulation S-X of the one fiscal quarter immediately following such fiscal year; and (B) so long Securities Act of 1933, as no Default has occurred and is continuing or would result therefromamended, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default the pro forma calculations shall have occurred and be continuing and not give effect to such adjustments unless the Borrower shall be in compliance on have delivered to the Administrative Agent a Pro Forma Basis with all certificate of a Financial Officer of the covenants set forth in Section 7.10Borrower stating (a) the amount of such adjustments and (b) that such adjustments are consistent with Regulation S-X of the Securities Act of 1933, as amended, based on the Borrower and its Subsidiaries may make additional Capital Expenditures reasonable good faith belief of the Financial Officer executing such certificate at any the time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionssuch execution).

Capital Expenditures. (a) Make any ARIMF Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for ARIMF Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiariesit Subsidiaries during each fiscal year set forth below, the amounts amount set forth below opposite such fiscal quarter or fiscal year, as the case may be: 2008 [ *] 2009 [ *] 2010 [ *] 2011 [ *] ; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromfrom such expenditure, any portion of any amount allocated to any fiscal quarter in the table set forth above which is in this clause (a), if not expended in such the fiscal quarter year for which it is permitted above, may be carried over for expenditure during in the next following fiscal quarteryear; and provided, further, if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the foregoing Commission. (b) Make any other Capital ExpendituresExpenditure not otherwise permitted under Section 7.12(a), except for Capital Expenditures for any purpose (other than for the purchase or other acquisition (for cash or non-cash consideration, in one transaction or a series of transactions) of the Equity Interests or assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person) not exceeding, in the aggregate for the Borrower and provided it Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 2008 [ *] 2009 [ *] 2010 [ *] 2011 [ *] ; provided, however, that so long as no Default shall have has occurred and be is continuing and the Borrower shall be in compliance on a Pro Forma Basis with all or would result from such expenditure, any portion of the covenants any amount set forth in Section 7.10this clause (b), if not expended in the Borrower fiscal year for which it is permitted above, may be carried over for expenditure in the next following fiscal year; and its Subsidiaries may make additional Capital Expenditures at provided, further, if any time that are paid with Specified Proceeds (excludingsuch amount is so carried over, for it will be deemed used in the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)applicable subsequent fiscal year before the amount set forth opposite such fiscal year above.

Capital Expenditures. Make The Company shall not, and shall not permit any of its Subsidiaries to, make or commit to make, directly or indirectly, any Capital Expenditure in any fiscal quarter or fiscal yearif, except for after giving effect thereto, the aggregate amount of all Capital Expenditures not exceeding, in by the aggregate for the Borrower Company and its Subsidiaries, Subsidiaries would exceed the amounts amount set forth below opposite for such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding Notwithstanding anything to the contrary in this Section 8.23(d), if the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such amount of Capital Expenditures as are permitted to be made by the Company and its Subsidiaries pursuant hereto in any fiscal year is greater than the amount of Capital Expenditures actually made by the Company and its Subsidiaries during such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated without giving effect to any fiscal quarter in carry forward permitted by this clause), fifty percent (50%) of such excess (the table set forth above which is not expended in such fiscal quarter “Carried-Forward Amount”) may be carried over for expenditure during forward and utilized by the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower Company and its Subsidiaries may to make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for solely in the immediately succeeding fiscal year. For the avoidance of doubt, (i) if any Specified Proceeds that are applied portion of the Carried-Forward Amount for any fiscal year is not used in the immediately succeeding fiscal year to Permitted Acquisitionsmake Capital Expenditures, such portion will not be included in any subsequent Carried-Forward Amount for, or carried forward to, any subsequent fiscal year and (ii) in determining any Carried-Forward Amount, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any Carried-Forward Amount). Additionally, if in fiscal year 2012 the ERP system is not completed and any portion of the $500,000 of the Company’s budgeted Capital Expenditures for the ERP system is not actually made, then any unspent portion may be Carried Forward to any subsequent fiscal year to complete the ERP system. If in fiscal year 2012 the latex processing plant is not completed and any portion of the $1,500,000 of the Company’s budgeted Capital Expenditures for the latex processing plant is not actually made, then any unspent portion may be Carried Forward to any subsequent fiscal year to complete the latex processing plant.

Capital Expenditures. Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for that Borrower and its Qualified Subsidiaries may make or commit to make Capital Expenditures not exceeding, in exceeding the aggregate for the Borrower and its Subsidiaries, the amounts amount set forth below opposite such (the “Base Amount”) for each of the fiscal quarter or years of Borrower set forth below: 2011 $ 50,500,000 2012 $ 54,200,000 2013 $ 58,100,000 2014 $ 62,200,000 2015 and each subsequent fiscal yearyear $ 66,400,000 provided that for any period set forth above, as the case Base Amount set forth above may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from be increased by a maximum of 50% of the Base Amount for any such expenditure, and period by carrying over to any such period any portion of the Base Amount (2) after without giving effect to such expendituresany increase) not spent in the immediately preceding period (the “CapEx Carryforward Amount”), total and that Capital Expenditures in any period shall be deemed first made from the Base Amount applicable to such period; provided, further, that additional Capital Expenditures may be made in an aggregate amount not to exceed the Available Amount (without giving effect to clause (a) of the definition thereof for such purpose). With respect to any fiscal year of Borrower during which a Permitted Acquisition is consummated and for each fiscal year of Borrower subsequent thereto, the Base Amount applicable to such fiscal year shall be increased by an amount equal to 15% of the net revenue of the acquired entity for the period from the Closing Date through the end most recent fiscal year of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period such entity (as set forth in the forecasts referenced audited financial statements of such entity for such period or, if such audited financial statements are not available, as set forth in Section 5.05(f)the most recent financial statements of such entity delivered to Borrower by such entity or the seller thereof in connection with such Permitted Acquisition) (the amount of such increase, the “Acquired Base Amount”); provided, further, that, with respect to the fiscal year of Borrower mayduring which any such Permitted Acquisition occurs, in the Base Amount applicable to such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to year shall be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters increased by a like an amount (allocated first equal to the first succeeding fiscal quarter product of (x) the Acquired Base Amount and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year(y) a fraction, the Borrower may only make such Capital Expenditures as are permitted to be made numerator of which is the number of days remaining in such fiscal year of Borrower and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above denominator of which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)365.

Capital Expenditures. Make Make, or permit any Capital Expenditure in of its Consolidated Subsidiaries to make, any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both cause the aggregate of the two fiscal quarters immediately following all such fiscal quarter, and in such event such additional Capital Expenditures shall reduce made by the amounts available Company and its Consolidated Subsidiaries to exceed in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter aggregate amount, together with acquisitions made under Section 5.02(e)(ii) and then to the secondRestricted Payments made under Section 5.02(f)(v); provided however that notwithstanding anything to the contrary , $600,000,000 paid in the immediately preceding proviso, with regard to any fiscal year, of which up to $200,000,000 of any amount of such aggregate basket unused in any fiscal year may be carried forward to the Borrower succeeding fiscal year; provided that (i) if at the end of any fiscal year the Leverage Ratio exceeds 2.75 to 1, no portion of such amount unused in that fiscal year may only make be carried forward to the next fiscal year, (ii) if at the end of any fiscal year the Leverage Ratio is less than or equal to 2.75 to 1, the aggregate basket will for all such items increase to $800,000,000 for the next fiscal year (provided that no portion of such increase in the aggregate basket unused in that fiscal year may be carried forward to the subsequent fiscal year) and (iii) the aggregate basket applicable to acquisitions permitted under Section 5.02(e), Restricted Payments permitted under Section 5.02(f)(v) and Capital Expenditures as are permitted under this clause (g) in any fiscal year shall be increased by the aggregate amount of net cash proceeds of up to be made $100,000,000 received during such fiscal year from dispositions by the Company and/or any of its Subsidiaries, and any such amount unused in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition forward to the foregoing Capital Expendituressucceeding fiscal year, and provided that no Default shall have occurred and be continuing and the Borrower which shall be in compliance addition to any amounts otherwise carried forward pursuant to this clause. For purposes of this subsection, “Capital Expenditures” means, for any period, the sum of, without duplication, (x) all expenditures made, directly or indirectly, during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Pro Forma Basis Consolidated balance sheet of a Person or have a useful life of more than one year plus (y) the aggregate principal amount of all Debt (including obligations under capitalized leases) assumed or incurred in connection with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)such expenditures.

Capital Expenditures. Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for (a) Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business not exceeding, exceeding $35,000,000 (or its equivalent in other currencies) in the aggregate for fiscal year 2002 and any fiscal year of the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, thereafter; provided that (Ai) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures in any fiscal year not in excess of 50% of the unused amount from the immediately preceding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above; and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount. Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures in respect of the Southwest Plant in excess of the amount permitted for any fiscal year under the first sentence of this Section 7.7; provided that (x) such additional amount so expended under this sentence shall not exceed $15,000,000 in the aggregate, (y) the Borrower may make such additional Capital Expenditures only to the extent that at any the time that are paid with Specified Proceeds of the making of such additional Capital Expenditures, there is availability under one or more of the baskets set forth in Sections 7.2(g), 7.2(h), 7.8(h) and 7.8(k) and (excludingz) at or prior to the time of the making of such additional Capital Expenditures, the Borrower shall notify the Administrative Agent as to the relevant basket or baskets being utilized for such additional Capital Expenditures and the avoidance amount thereof (and upon receipt of doubtsuch notice, any Specified Proceeds that are applied such basket(s) shall be deemed to Permitted Acquisitionsbe permanently reduced in the amount of such additional Capital Expenditures)."

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter (i) The Borrower shall not make or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditureincur, and (2) after giving effect shall not permit any of its Subsidiaries to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromincur, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, except, subject to subsections (ii) and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all (iii) below, Capital Expenditures of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional in an aggregate amount, (A) for fiscal year 2005 of the Borrower, not in excess of the sum of (I) $50,000,000, 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, CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT and (B) for each fiscal year of the Borrower thereafter, not in excess of the sum of (I) $45,000,000, 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 its Subsidiaries (but not any subsequent fiscal year of the Borrower) shall be increased by the amount of such difference. (ii) Notwithstanding any other provision of this Section 7.1(e), for fiscal year 2006 of the Borrower and each fiscal year of the Borrower thereafter, the ability of the Borrower and its Subsidiaries to make or incur Capital Expenditures as otherwise permitted by this Section 7.1(e) shall be subject to quarterly sublimits as follows: the Borrower shall not make or incur, and shall not permit any of its Subsidiaries to make or incur, any Capital Expenditures (A) for the first fiscal quarter of such fiscal year, in an amount that exceeds one-third (1/3) of the maximum amount of Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above), (B) for the first two fiscal quarters of such fiscal year, in an amount that exceeds two-thirds (2/3) of the maximum amount of Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above) and (C) for the first three fiscal quarters of such fiscal year, in an amount that exceeds the maximum amount of all Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above). (iii) Notwithstanding any other provision of this Section 7.1(e), if at any time that are paid with Specified Proceeds 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 CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Subsidiaries to make or incur any Capital Expenditures (excluding, for other than Capital Expenditures otherwise permitted by this Section 7.1(e) and made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures entered into by the avoidance Borrower or any of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsits Subsidiaries at a time when such Unused Portion was at least $15,000,000).

Capital Expenditures. Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures other than: (i) Project Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: ; provided, however, that the aggregate amount of such Project Capital Expenditures shall not exceed (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditureduring the period commencing on the Effective Date through December 31, 2010, $275,000,000 in the aggregate, and (2B) after giving effect to such expendituresduring any Fiscal Year commencing with the Fiscal Year ending December 31, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth 2011, $75,000,000 in the forecasts referenced in Section 5.05(faggregate, provided that if, for any such Fiscal Year under this clause (B), the Borrower may, in such fiscal quarter, make amount of Project Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Fiscal Year exceeds the aggregate amount of Project Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and by the Borrower shall be in compliance on a Pro Forma Basis with all and its Subsidiaries during such Fiscal Year (the amount of such excess being the covenants set forth in Section 7.10"EXCESS PROJECT CAPEX AMOUNT"), the Borrower and its Subsidiaries may shall be entitled to make additional Project Capital Expenditures at 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 (1) the Excess Project Capex Amount and (2) 50% of the amount permitted to be made in such immediately preceding Fiscal Year (after giving effect to any time Carryover Project Capex Amount); provided, further, that are paid with Specified Proceeds 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 (excluding, for ii) Maintenance Capital Expenditures made by the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Borrower and its Subsidiaries.

Capital Expenditures. Make (a) The Borrower shall not, and shall -------------------- not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that the Borrower may make Capital Expenditures so long as the aggregate amount thereof for any fiscal quarter or year of the Borrower does not exceed the sum of (i) $6,500,000 and (ii) an amount equal to 50% of the excess of $6,500,000 over the amount of Capital Expenditures made during the preceding fiscal yearyear of the Borrower; provided that amounts carried forward from the immediately preceding -------- fiscal year of the Borrower, except if any, shall be utilized during the then current fiscal year of the Borrower to make Capital Expenditures prior to the utilization of the $6,500,000 allocation for Capital Expenditures not exceeding, in for such current fiscal year of the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: Borrower; provided, howeverfurther, that (A) so long as (1) Capital -------- ------- Expenditures shall be permitted only if no Default has occurred or Event of Default (both before and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Btransaction) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be is in pro forma compliance on a Pro Forma Basis with all of Sections 10.09 and 10.10 after giving effect to such transaction; provided, however, that -------- ------- notwithstanding the covenants set forth in Section 7.10immediately preceding proviso, the Borrower and its Subsidiaries may shall be permitted to make additional Maintenance Capital Expenditures at Expenditures. (b) The amounts set forth above in any time that fiscal year of the Borrower shall be increased by the amount of cash proceeds received by the Borrower during the immediately preceding fiscal year of the Borrower (as certified to the Banks by the Borrower) from the sale of equipment and from the sale of attaching machinery to the extent such assets are paid with Specified Proceeds (excluding, for permitted to be sold pursuant to Section 10.02(ii) and the avoidance of doubt, any Specified Proceeds that proceeds from such sale are applied permitted to Permitted Acquisitionsbe reinvested in the business pursuant to Sections 10.02(ii) and 5.02(A)(g).

Capital Expenditures. Make (a) Parent will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except that, provided a Material Contract Termination Event shall not have occurred and be continuing, during any fiscal year of Parent set forth below (taken as one accounting period), the Borrowers and their Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts year of Parent set forth below the amount set forth opposite such fiscal quarter or fiscal year, as the case may be: year below; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the extent that the full amount of Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth permitted in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may year (without regard to any carry forward amounts as permitted under this sentence), such unused amount shall be carried over for expenditure during deemed added to the next amounts permitted to be spent in the immediately succeeding fiscal quarter. year (with Capital Expenditures made in such succeeding fiscal year applied last to such unused amount): Fiscal Year Ending Amount December 31, 2012 $ 42,500,000 December 31, 2013 $ 47,500,000 Fiscal Year Ending Amount December 31, 2014 $ 22,500,000 December 31, 2015 $ 22,500,000 December 31, 2016 $ 42,500,000 (b) In addition to the foregoing Capital Expendituresforegoing, and provided that no Default a Material Contract Termination Event shall not have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10continuing, the Borrower Borrowers and its their Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any determination under Section 8.07(a) or (b)) with the amount of Net Sale Proceeds received by the Borrowers or any of their Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 360 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment pursuant to Section 4.02(d). (c) At any time that are paid with Specified Proceeds a Material Contract Termination Event has occurred and is continuing, the Borrowers and their Subsidiaries may make, without duplication of any Capital Expenditures permitted under clauses (excludinga) and (b) above, Capital Expenditures in an amount not to exceed $1,000,000 in the aggregate for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)all such periods.

Capital Expenditures. Make (a) Other than any Capital Expenditure in Expenditures financed from proceeds of any fiscal quarter purchase money Indebtedness permitted by Section 8.2, make or fiscal yearcommit to make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for of the Borrower and its Subsidiaries, Restricted Subsidiaries in the amounts set forth below opposite such ordinary course of business not exceeding the greater of (x) 20.0% of Consolidated EBITDA for the immediately preceding fiscal quarter or fiscal year, as the case may be: year and (y) $100,000,000; provided, however, that (Ai) so long as up to 100% of any amount permitted but not expended in any fiscal year may be carried over for expenditure in the next succeeding fiscal year (1) it being understood that no Default has occurred and is continuing or would result from portion of such carried over amount for any such expenditure, and (2) after giving effect to such expenditures, total fiscal year may be used until the entire initial amount of permitted Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected year has been used for Capital Expenditures), (ii) Capital Expenditures for made with the same period set forth in proceeds of any Reinvestment Deferred Amount will not be subject to the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make foregoing restriction and (iii) Capital Expenditures that otherwise would have been permitted to made from and counted against Available Retained ECF will not be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first subject to the first succeeding fiscal quarter and then to foregoing restriction if Available Retained ECF would be a positive number if Available Retained ECF is reduced by the second)amount of such Capital Expenditures; provided however that notwithstanding and (b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal year, the Borrower may only make such amount of Capital Expenditures as are that would otherwise be permitted to be made in such fiscal year and additional pursuant to this Section 8.7 (including as a result of any amount carried over in accordance with 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 expended in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such succeeding fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).

Capital Expenditures. Make (a) 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 in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the U.S. Borrower and its Subsidiariesthe Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 2007 $ 475.0 2008 $ 490.0 2009 $ 505.0 2010 $ 520.0 2011 $ 535.0 2012 $ 550.0 2013 $ 565.0 2014 $ 580.0 2015 $ 580.0 ; provided that for each Permitted Investment consummated in any fiscal year pursuant to clause (c) of the definition of “Permitted Investments,” the maximum amounts set forth below opposite above for such fiscal quarter year and for every fiscal year thereafter shall be increased by an amount equal to 3.0% of the total revenues of the Acquired Entity or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any Business for such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures Permitted Investment for the period from last four full fiscal quarters preceding the Closing Date through the end date of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures consummation of such Permitted Investment as determined in financial statements for the same period Acquired Entity or Business prepared in accordance with the standards set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount 5.01. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding 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 6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 6.11(a) with respect to such fiscal year (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 immediately preceding provisofollowing succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), with regard to (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 Borrower Permitted Capital Expenditure Amount for the next succeeding fiscal year (each such amount, a “carry-back amount”) may only be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures as are permitted to be made in such prior fiscal year (it being understood and additional Capital Expenditures agreed that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Ba) so long as no Default has occurred and is continuing or would result therefrom, any carry-back amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during back beyond the next fiscal quarter. In addition year immediately prior to the foregoing fiscal year of such Permitted Capital Expenditures, Expenditure Amount and provided that no Default shall have occurred and be continuing and (b) the Borrower portion of the carry-back amount actually utilized in any fiscal year shall be deducted from the Permitted Capital Expenditure Amount in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsfiscal year from which it was carried back).

Capital Expenditures. Make The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year (taken as one accounting period) the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case Subsidiaries may be: provided, however, that (A) make Capital Expenditures so long as (1) no Default has occurred and is continuing or would result from any the aggregate amount of such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are does not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, exceed $6,000,000 in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding year. Notwithstanding anything to the contrary contained in the immediately preceding provisothis Section 9.08, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (BA) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at in any time that fiscal year in an amount equal to the amount of insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event occurring within one year prior to the start of such fiscal year to the extent such proceeds are paid with Specified Proceeds (excluding, for not required to be applied by the avoidance of doubt, any Specified Proceeds that are Borrower as a mandatory repayment pursuant to Section 4.02(h) and have not yet been applied to Permitted Acquisitions)replace or restore properties or assets as permitted by Section 4.02(h) and (B) to the extent that the amount of Capital Expenditures permitted in a fiscal year as set forth in this Section 9.08 (and without increasing any such amount by the amount of any additional amounts permitted to be spent in such fiscal year pursuant to this sentence) exceeds the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, an amount (the "Rollover Amount") equal to 90% of such excess may be carried forward and utilized to make Capital Expenditures in addition to the amount permitted above in the immediately succeeding fiscal year; PROVIDED that no amount once carried forward to the next fiscal year may be carried forward to a fiscal year thereafter.

Capital Expenditures. Make The Parent and the Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its Subsidiaries to make or incur (or commit to make or incur) any Capital Expenditure Expenditures, except Capital Expenditures of the Parent and its Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures year of the Borrower set forth below not exceedingin excess, in the aggregate for of the Borrower and its Subsidiaries, amount (the amounts "Maximum Amount") set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, FISCAL YEAR ENDING CLOSEST TO DECEMBER 31 MAXIMUM AMOUNT ---------------------- -------------- 1997 70,000,000 1998 67,000,000 1999 63,000,000 2000 70,000,000 2001 76,000,000 2002 84,000,000 PROVIDED that (Aa) so long as (1) no Default has occurred and is continuing or would result from up to $15,000,000 of any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to incurred during any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be year and not made in such fiscal year may be carried over and additional expended during the next succeeding fiscal year (it being understood and agreed that any Capital Expenditures that otherwise would have been made during such next succeeding fiscal year shall count, FIRST, against the amount permitted to be carried over to such next succeeding fiscal year pursuant to this proviso and, SECOND, against any amounts permitted to be made in the one during such next succeeding fiscal quarter immediately following such fiscal year; and (B) so long year as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter set forth in the table set forth above which is not expended in such above) and (b) the amount of Capital Expenditures permitted to be incurred during any fiscal quarter year may be carried over for expenditure during the next fiscal quarter. In addition increased to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing extent of the then available Retained Equity Proceeds and the Borrower Borrower's Share of Excess Cash Flow. Any Permitted Acquisition that would otherwise constitute a Capital Expenditure in accordance with GAAP shall not be included in compliance on a Pro Forma Basis with all the computation of the covenants set forth in amount of Capital Expenditures permitted under this Section 7.106.1(d). Upon the occurrence of a Permitted Acquisition (other than the Acquisition), the Borrower and its Subsidiaries may make additional Capital Expenditures at any time Banks hereby agree that are paid with Specified Proceeds (excluding, the Maximum Amount for the avoidance fiscal year in which such Permitted Acquisition occurs (the "Subject Year") and each fiscal year thereafter will increase by $20,000 per store (net of doubtany stores scheduled to be closed as a result of such Permitted Acquisition) being acquired pursuant to such Permitted Acquisition, any Specified Proceeds that are applied with the amount of such increase for the Subject Year to Permitted Acquisitions)be proportionately decreased by multiplying such amount by a fraction where the numerator equals the remaining number of full months remaining in the Subject Year and the denominator is twelve.

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in Permit the aggregate for sum of the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total ’ Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.06(b)(i)(D)) for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% following periods to be greater than the total projected corresponding amount set forth below: Period Capex Covenant Fiscal Year ending December 31, 2010 $ 3,000,000 Fiscal Year ending December 31, 2011 $ 5,000,000 Fiscal Year ending December 31, 2012 $ 6,000,000 Fiscal Year ending December 31, 2013 $ 6,000,000 Six fiscal months ending June 30, 2014 $ 3,000,000 provided that if the amount of the Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both any Fiscal Year as set forth in the above table is greater than the actual amount of the two fiscal quarters immediately following such fiscal quarterCapital Expenditures (excluding the amount, and if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.06(b)(i)(D)) actually made in such event Fiscal Year (the amount by which such additional permitted Capital Expenditures shall reduce for such Fiscal Year exceeds the amounts available in actual amount of Capital Expenditures for such following fiscal quarters by a like Fiscal Year, the “Excess Amount”), then the lesser of (i) such Excess Amount and (ii) $2,500,000 (such lesser amount (allocated first referred to as the “Carry-Over Amount”) may be carried forward to the first immediately succeeding fiscal quarter and then to Fiscal Year (the second“Succeeding Fiscal Year”) for purposes of complying with this Section 5.04(b); provided however further that notwithstanding anything the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are amount permitted above to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter Fiscal Year has first been used in full and the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried over for expenditure during the next fiscal quarterforward to another Fiscal Year. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all Notwithstanding any other provision of the covenants set forth in Section 7.10this Credit Agreement or any other Loan Document, the Borrower and its Subsidiaries may shall not make additional any Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)other than Maintenance Capital Expenditures.

Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) (i) any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for respect of major maintenance expenses of the Borrower and its Subsidiaries, Restricted Subsidiaries in the amounts ordinary course of business in any fiscal year set forth below if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Fiscal Year Maximum Capital Expenditures for the period from the Closing Date through the end 2007 $ 385,000,000 2008 $ 388,000,000 2009 $ 250,000,000 2010 $ 295,000,000 2011 $ 381,000,000 2012 $ 372,000,000 2013 $ 372,000,000 2014 $ 372,000,000 or (ii) any other Capital Expenditures of the current Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period year set forth in on Schedule 6.15 if the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make all such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in exceed the one fiscal quarter immediately following amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (Bii), (a) any such amount, if not so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter expended in the table set forth above fiscal year for which it is not expended in such fiscal quarter permitted, may be carried over for expenditure during in the next succeeding fiscal quarteryear, and (b) at the Borrower’s election, the amount of Capital Expenditures permitted in any fiscal year may be increased by reducing the permitted amount of Capital Expenditures in the next succeeding fiscal year in an amount equal to such increase. In addition 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 foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and extent permitted under Section 2.16(e) without reducing the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants amount permitted for any fiscal year set forth in Section 7.10the immediately preceding sentence; provided that any such amount, if not so expended in the Borrower and its Subsidiaries fiscal year for which it is permitted, may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, be carried over for expenditure in the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)next succeeding fiscal year.

Capital Expenditures. Make any (a) The Borrower will not permit the aggregate amount of Capital Expenditure Expenditures made by the Borrower and the Subsidiaries in any fiscal quarter or year of the Borrower to exceed $25,000,000. (b) Notwithstanding the foregoing paragraph (a), if the amount of Capital Expenditures permitted to be made by the Borrower and the Subsidiaries pursuant to paragraph (a) of this Section 6.14 in any fiscal year is greater than the amount of Capital Expenditures made by the Borrower and the Subsidiaries during such fiscal year, except for then, to the extent that such excess does not exceed 50% of the amount of Capital Expenditures not exceeding, in the aggregate for permitted to be made by the Borrower and its Subsidiaries, the amounts set forth below opposite Subsidiaries pursuant to paragraph (a) of this Section 6.14 in such fiscal quarter or year (without giving effect to any carry-forward amount from any previous fiscal year), as such excess may be carried forward and utilized in the case may be: provided, however, immediately succeeding fiscal year (it being understood and agreed that (A) so long as (1i) no Default has occurred and is continuing or would result from any such expenditureamount may be carried forward beyond the year immediately succeeding the fiscal year in which it arose, and (2ii) after giving effect to such expenditures, total no portion of the Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of any fiscal year (without giving effect to the two fiscal quarters immediately following carry-forward amount available in such fiscal quarteryear) 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 6.14, the Borrower and in such event such the Subsidiaries may make additional Capital Expenditures (which shall reduce not be counted towards the amounts permitted by paragraph (a) of this Section 6.14) to the extent of any Net Proceeds received after the Effective Date from any issuance by the Borrower of any Equity Interests in the Borrower, or from the receipt by the Borrower of any capital contribution (other than any such issuance of Equity Interests to, or receipt of any such capital contribution from, any Subsidiary). No portion of the amount for Capital Expenditures available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, year under this paragraph may be used until the Borrower may only make such entire amount of Capital Expenditures as are permitted to be made in such fiscal year pursuant to paragraphs (a) and additional Capital Expenditures that otherwise would (b) of this Section 6.14 shall have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)made.

Capital Expenditures. Make any (1) Borrower shall not permit the -------------------- aggregate amount of Capital Expenditure Expenditures made by Borrower and the Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate year to exceed $12.0 million for the fiscal year of Borrower ended December 31, 1999 and its Subsidiaries, the amounts set forth below opposite such any fiscal quarter or fiscal year, as the case may be: year thereafter; provided, however, that (Ax) so long as if -------- ------- the aggregate amount of Capital Expenditures for any fiscal year shall be less than the amount permitted for such fiscal year (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after before giving effect to such expendituresany carryover), total then the shortfall may be added to the amount of Capital Expenditures permitted for the period from immediately succeeding (but not any other) fiscal year if the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made expended in such fiscal year would not exceed 125% of the amount permitted for such fiscal year (before any carryover) and additional Capital Expenditures that otherwise would have been permitted (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be made in from the one fiscal quarter immediately following amount allocated to such fiscal year; and year before any carryover. No amount expended pursuant to Section 9.11(d)(2) or (B3) shall count against any amount otherwise permitted by this Section 9.11(d)(1). (2) Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Event of Default shall have occurred and be continuing continuing, Borrower and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at with the Net Available Proceeds of any time Disposition effected in accordance with Section 9.06(g) or (m) to the extent that are paid such Net Available Proceeds have not been otherwise expended by Borrower or any Subsidiary. (3) Notwithstanding anything herein to the contrary, the aggregate amount of Capital Expenditures calculated pursuant to clause (d)(1) of this Section 9.11 shall not include (a) expenditures from Indebtedness incurred in connection with Specified a New Warehouse Financing pursuant to Section 9.08(i), and (b) expenditures from any Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Transaction effected in accordance with Section 9.19.

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (Ai) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for during the period from the Closing Date through and including December 31, 2011, the end Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $7,500,000, and (ii) during any fiscal year of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(fBorrower thereafter (taken as one accounting period), the Borrower may, in such fiscal quarter, and its Subsidiaries may make Capital Expenditures that otherwise would have been permitted to be made in either or both so long as the aggregate amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make all such Capital Expenditures as are permitted to be made does not exceed $15,000,000 in any such fiscal year and additional Capital Expenditures of the Borrower; provided that otherwise would have been permitted (x) up to be made 100% of any such amount referred to in the one fiscal quarter immediately following such fiscal year; clauses (i) and (Bii) so long as no Default has occurred and is continuing or would result therefromabove, any amount allocated to any fiscal quarter in the table set forth above which is if not expended in such fiscal quarter the period for which it is permitted, may be carried over for expenditure during in the next succeeding fiscal quarter. year referred to in clause (ii) (but not any fiscal year of the Borrower thereafter) and (y) Capital Expenditures made pursuant to this Section 6.07 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 this proviso and, second, in respect of the amounts carried over from the prior fiscal period pursuant to clause (x). (b) In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures in an aggregate amount not to exceed at any time that are paid outstanding the Available Amount at such time (as determined immediately before giving effect to the making of such Capital Expenditure) (which Capital Expenditures will not be included in any determination under Section 6.07(a)) so long as (i) no Default or Event of Default then exists or would result therefrom and (ii) the Total Leverage Ratio at the time of such Capital Expenditure, determined on a Pro Forma Basis, is no greater than the ratio required to be complied with Specified Proceeds (excluding, under Section 6.09 for the avoidance respective Calculation Period so that no Default or Event of doubtDefault will exist. (c) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any Specified determination under Section 6.07(a) or (b)) with the amount of Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale, but only to the extent that such Net Sale Proceeds are not otherwise required to be applied as a mandatory repayment pursuant to Permitted AcquisitionsSection 2.13(c). (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 6.07(a) or (b)) with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment pursuant to Section 2.13(e). (e) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 6.07(a) or (b)) constituting Permitted Acquisitions or Permitted Foreign Acquisitions effected in accordance with the requirements of Section 6.05.

Capital Expenditures. Make The Borrower shall not make or incur and shall not permit any of its Subsidiaries to make or incur any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for of the Borrower and its Subsidiaries, Subsidiaries in an aggregate amount not in excess of $325,000,000 in each fiscal year of the amounts set forth below opposite Borrower; provided that in the event that the Leverage Ratio exceeds 2.75 to 1.00 at any time during such fiscal quarter or fiscal year, as the case may be: provided, however, that year then (A) so long as (1) no Default has occurred if the aggregate amount of Capital Expenditures made or incurred by the Borrower and is continuing or would result from any such expenditure, and (2) after giving effect its Subsidiaries exceeds $200,000,000 with respect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end fiscal year as of the current fiscal quarter are not more than 10% greater than first date the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in Leverage Ratio exceeds 2.75 to 1.00 during such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only 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 as are permitted to be made in such fiscal year and additional Capital Expenditures entered into by the Borrower or any of its Subsidiaries prior to the first date that otherwise would have been permitted the Leverage Ratio exceeds 2.75 to be made in the one fiscal quarter immediately following such fiscal year1.00); and (B) so long as no Default has occurred and is continuing if the aggregate amount of Capital Expenditures made or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, incurred by the Borrower and its Subsidiaries may make does not exceed $200,000,000 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 year in an aggregate amount in excess of $200,000,000 in such fiscal year (other than additional Capital Expenditures at 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 time of its Subsidiaries prior to the first date that are paid with Specified Proceeds 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 (excludingas reduced, if applicable) permitted to be made or incurred pursuant to this clause (f), then the maximum amount for the avoidance following fiscal year of doubt, the Borrower (but not any Specified Proceeds that are applied to Permitted Acquisitions)subsequent fiscal year of the Borrower) shall be increased by the amount of such difference.

Capital Expenditures. Make any Capital Expenditure in any (a) for the fiscal quarter ending September 30, 2002, neither Holding nor the Borrower will make capital expenditures, or fiscal yearpermit any of their respective Subsidiaries so to do, except for Capital Expenditures not exceedingunless, in after giving effect thereto, the aggregate for amount of all such capital expenditures made by the Borrower and its Subsidiaries, the amounts set forth below opposite Consolidated Group in such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end not exceed 40% of EBITDA of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures Consolidated Group for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of ; and (b) for the two fiscal quarters immediately following ending on December 31, 2002, neither Holding nor the Borrower will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in such two fiscal quarters would not exceed 40% of EBITDA of the Consolidated Group for such two fiscal quarters; and (c) for the three fiscal quarters ending on March 31, 2003, neither Holding nor the Borrower will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in such three fiscal quarters would not exceed 40% of EBITDA of the Consolidated Group for such three fiscal quarters; and (d) for fiscal quarters ending on or after June 30, 2003, neither Holding nor the Borrower will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in the four fiscal quarters ending on the date of such fiscal quarterquarter would not exceed 40% of EBITDA of the Consolidated Group for such four fiscal quarters. For purposes of this Section 8.23, and in such event such additional Capital Expenditures shall reduce an amount equal to the amounts available in such following fiscal quarters present value of any Capitalized Lease Obligations entered into by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding provisoLoan Party after June 30, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted 2002 shall be deemed to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in a capital expenditure during the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Capitalized Lease Obligations were entered into.

Capital Expenditures. Make The Borrowers will not make, or -------------------- permit any Non-Excluded Subsidiary of a Borrower to make, Capital Expenditure Expenditures in any fiscal quarter year of the Company ending on or fiscal yearafter January 31, except for Capital Expenditures not exceeding, 1999 that exceed in the aggregate (for the Borrower Borrowers and its all Non- Excluded Subsidiaries), the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: $35,000,000; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the foregoing -------- ------- limitation on Capital Expenditures shall apply only with respect to each fiscal year in which the Leverage Ratio, as determined for the period from the Closing Date through any Reference Period ending as of the end of the current any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarteryear, make exceeds 3.50:1.00, and further provided, if during any such fiscal year the ------- -------- permitted $35,000,000 of Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following is not so utilized, such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like unutilized amount (allocated first each being referred to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary as an "Unspent Amount") may be utilized in (but only in) the immediately preceding proviso, with regard to any subsequent fiscal year, the Borrower may only make and not thereafter; in any such subsequent fiscal year, actual Capital Expenditures as are permitted made from time to be made time in such fiscal year shall be deemed to have been made first from (and additional to utilize) the applicable Unspent Amount carried over into such fiscal year from the immediately prior fiscal year, and then to have been made from (and to utilize) the $35,000,000 permitted by this (S)11.3; and in any event the applicable Unspent Amount to be carried over into any fiscal year shall not exceed $35,000,000. Notwithstanding the foregoing, however, the Capital Expenditures that otherwise would have been permitted to be made of the Borrowers and all Non- Excluded Subsidiaries in the one aggregate for any fiscal quarter immediately following year shall not in any -- --- event exceed $30,000,000 (with no increase in such maximum amount from the ----- carry-over of Unspent Amounts) unless and until there shall have also occurred (on or prior to the end of such fiscal year; and ) the completion of two consecutive fiscal quarters (B) so long as no Default has occurred and is continuing whether or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended either or both were contained in such fiscal quarter may be carried over for expenditure during year) at the next end of both of which fiscal quarter. In addition quarters the ---- -- ----- Leverage Ratio was less than 5.00 to the foregoing Capital Expenditures1.00 (after which completion, and provided that such $30,000,000 limitation shall no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionslonger apply)."

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter (i) The Borrower shall not make or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditureincur, and (2) after giving effect shall not permit any of its Subsidiaries to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromincur, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, except, subject to subsections (ii) and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all (iii) below, Capital Expenditures of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional in an aggregate amount, (A) for fiscal year 2004 of the Borrower not in excess of $55,000,000 and (B) for each fiscal year of the Borrower thereafter, not in excess of the sum of (I) $45,000,000, 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 its Subsidiaries (but not any subsequent fiscal year of the Borrower) shall be increased by the amount of such difference. (ii) Notwithstanding any other provision of this Section 7.1(e), for fiscal year 2005 of the Borrower and each fiscal year of the Borrower thereafter, the ability of CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT the Borrower and its Subsidiaries to make or incur Capital Expenditures as otherwise permitted by this Section 7.1(e) shall be subject to quarterly sublimits as follows: the Borrower shall not make or incur, and shall not permit any of its Subsidiaries to make or incur, any Capital Expenditures (A) for the first fiscal quarter of such fiscal year, in an amount that exceeds one-third (1/3) of the maximum amount of Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above), (B) for the first two fiscal quarters of such fiscal year, in an amount that exceeds two-thirds (2/3) of the maximum amount of Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above) and (C) for the first three fiscal quarters of such fiscal year, in an amount that exceeds the maximum amount of all Capital Expenditures permitted for the immediately preceding fiscal year (including any increases pursuant to the last sentence of subsection (i) above). (iii) Notwithstanding any other provision of this Section 7.1(e), if at any time that are paid with Specified Proceeds 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 (excluding, for other than Capital Expenditures otherwise permitted by this Section 7.1(e) and made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures entered into by the avoidance Borrower or any of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsits Subsidiaries at a time when such Unused Portion was at least $15,000,000).

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Permit Capital Expenditures not exceeding, in to be greater than the aggregate for the Borrower and its Subsidiaries, the amounts set forth in the table below opposite such fiscal quarter or fiscal year, as during the case may be: applicable Fiscal Year; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the maximum amount of Capital Expenditures for permitted in any Fiscal Year pursuant to the period from table below shall be increased by the Closing Date through the end amount of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been were permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first pursuant to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary table below in the immediately preceding proviso, with regard Fiscal Year (without giving effect to any fiscal yearcarryover amount from prior Fiscal Years) over the amount of Capital Expenditures actually made during such preceding Fiscal Year as permitted pursuant to the table below (and for purposes hereof, the Borrower may only make amount of such Capital Expenditures as are made during any Fiscal Year shall be deemed to have been made first from the amount permitted in such Fiscal Year pursuant to the table below without giving effect to any such carryover from the preceding Fiscal Year and last from the carryover, if any, from the preceding Fiscal Year). Notwithstanding anything to the contrary, Capital Expenditures in the aggregate amount of the sum of (a) Seventy-Five Million Dollars ($75,000,000) plus (b) the Net Cash Proceeds from the offering of equity securities of the Borrower or any of its Restricted Subsidiaries after the Acquisition Date not required to be used for prepayments under Section 4.4(b)(ii), but only to the extent that such Net Cash Proceeds are not used for Permitted Acquisitions or investments, loans, advances, extensions of credit or acquisitions as permitted by Section 11.3(j) (collectively, the “Additional Capital Expenditures Basket”), shall not be included in the calculation of Capital Expenditures for purposes of the table below to the extent that such Capital Expenditures are used (x) in the construction or equipping of a facility which either the Borrower or a Subsidiary of the Borrower will construct, operate or manage or will be responsible for constructing, managing or operating pursuant to a notice of award of a Government Contract, (y) in the construction or expansion of a facility by or on behalf of the Borrower or a Subsidiary of the Borrower that is not covered by a Government Contract (and for which a notice of award has not been issued), provided that in the case of this clause (y) the aggregate amount of such Capital Expenditures (excluding any such Capital Expenditures made in such fiscal year and additional Capital Expenditures respect of facilities that otherwise would have been permitted subsequently become subject to Government Contracts) does not exceed the sum of (1) Twenty-Five Million Dollars ($25,000,000) plus (2) the Net Cash Proceeds from the offering after the Acquisition Date of equity securities of the Borrower or any of its Restricted Subsidiaries not required to be used for prepayments under Section 4.4(b)(ii), but only to the extent that such Net Cash Proceeds are not used for Permitted Acquisitions or investments, loans, advances, extensions of credit or acquisitions as permitted by Section 11.3(j) or (z) for the expansion of the Val Verde facility. In addition, (A) expenditures made in the one fiscal quarter immediately following such fiscal year; and for any acquisition permitted under Section 11.3(a), (B) so long as no Default has occurred expenditures made with the proceeds of Non-Recourse Project Financing Indebtedness and (C) expenditures not exceeding Six Million Dollars ($6,000,000) in aggregate made in connection with the development and implementation of the Borrower’s information technology project that is continuing or would result therefromcurrently expected to be completed in 2008, any amount allocated to any fiscal quarter shall not be included in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing calculation of Capital Expenditures. Closing Date through December 31, 2007 $ 55.0 Each Fiscal Year thereafter commencing with the Fiscal Year ending on or nearest to December 31, 2008 and provided that no Default shall have occurred and be continuing and ending with the Borrower shall be in compliance on a Pro Forma Basis with Fiscal Year during which the Term Loan Maturity Date occurs $ 25.0 Until all of the covenants Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 7.1014.11, the Borrower has not and will not and will not permit any of its Restricted Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).to:

Capital Expenditures. Make (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditure Expenditures except Capital Expenditures in an aggregate amount not to exceed $150,000,000 in any fiscal quarter or fiscal yearFiscal Year plus Available Retained Excess Cash Flow; provided that, except for to the extent that the amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year, provided further that it is understood and agreed that the Borrower shall be permitted to carry forward all unused amounts for the 2009 Fiscal Year accumulated pursuant to Section 7.2.7 of the Original Credit Agreement for usage in any succeeding Fiscal Year. 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 amounts set forth below opposite amount of Capital Expenditures permitted under the preceding sentence applicable to each such fiscal quarter or fiscal year, as Fiscal Year shall be increased by an amount equal to 5% of the case may be: purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure Amount”); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from with respect to the Fiscal Year during which any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)Permitted Acquisition occurs, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures permitted as a result of this sentence shall reduce be an amount equal to the amounts available 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 following fiscal quarters by a like amount Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal yearFiscal Year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence 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 amount of Capital Expenditures that would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and succeeding Fiscal Year (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for apply the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsCapEx Pull-Forward Amount in such immediately succeeding Fiscal Year).

Capital Expenditures. Make Permit Holdings, Intermediate Holdings, the U.S. Borrower or the Subsidiaries to make any Capital Expenditure in Expenditure, except that: (a) During any fiscal quarter or fiscal year, except for year the U.S. Borrower and the Subsidiaries may make Capital Expenditures not exceeding, in so long as the aggregate for amount thereof does not exceed the Borrower and its Subsidiaries, the amounts amount set forth below opposite such fiscal quarter or fiscal yearyear below (provided that, as the case may be: provided, however, that for purposes of this clause (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(fa), the Borrower may, in such fiscal quarter, make amount of Capital Expenditures that otherwise would have been permitted made by the U.S. Borrower and the Subsidiaries during the 2003 fiscal year shall be deemed to be made in either or both of include only the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce made following the amounts available in such following fiscal quarters by a like amount Closing Date): Year Amount -------------- ------------ 2003 $495,000,000 2004 $540,000,000 2005 $585,000,000 2006 $600,000,000 2007 $630,000,000 and thereafter (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in paragraph (a) above, to the extent that the aggregate amount of Capital Expenditures made by the U.S. Borrower and the Subsidiaries in any fiscal year of the U.S. Borrower pursuant to Section 6.10(a) is less than the amount set forth for such fiscal year, the amount of such difference may be carried forward and used to make Capital Expenditures in the immediately preceding provisotwo succeeding fiscal years, with regard to provided that in any fiscal year, the Borrower may only make such Capital Expenditures as are amount permitted to be made in such fiscal year and additional applied to make Capital Expenditures that otherwise would have been permitted pursuant to be made this paragraph (b) shall in no event exceed an amount equal to 50% of the one fiscal quarter immediately following amount set forth in Section 6.10(a) for such fiscal year; and . (Bc) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital ExpendituresExpenditures permitted pursuant to the preceding paragraphs (a) and (b), and provided that no Default shall have occurred and be continuing the U.S. Borrower and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time in an amount not to exceed the portion, if any, of the Available Investment Basket Amount on the date of such Capital Expenditure that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied U.S. Borrower elects to Permitted Acquisitionsapply to this Section 6.10(c).

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or fiscal yearyear of the Borrower (taken as one accounting period), except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, Subsidiaries may make Capital Expenditures so long as the amounts set forth below opposite aggregate amount of such fiscal quarter or Capital Expenditures does not exceed $20,000,000 for any such fiscal year, as the case may be: provided, however, provided that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect amount not utilized in any fiscal year may be applied to such expenditures, total Capital Expenditures in the next succeeding fiscal year, provided further that any amounts so carried forward shall not be considered in the determination of amounts available to be carried forward to any succeeding year. (b) Notwithstanding the foregoing paragraph (a), for the period from the Closing Date through the end of the current Borrower's fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)year 1999, the Borrower may, in such fiscal quarter, and its Subsidiaries shall be permitted to make Capital Expenditures that otherwise would have been permitted in an aggregate amount not to be made in either or both of the two fiscal quarters immediately following exceed $25,000,000 for such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, provided that any amounts not utilized in the Borrower 1998 fiscal year may only make such not be carried forward and applied to Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such 1999 fiscal year; and . (Bc) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in Notwithstanding the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time that determination under Section 9.07(a)) with the Net Sale Proceeds of Asset Sales to the extent such proceeds are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are not required to be applied to Permitted Acquisitionsrepay Term Loans (or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(d) and such proceeds are reinvested as required by Section 4.02(d). (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid or contractually committed to be paid within 180 days following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to repay Term Loans (or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(f). (e) Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) constituting Permitted Acquisitions effected in accordance with the requirements of Section 9.02(viii).

Capital Expenditures. Make (a) 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 in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the U.S. Borrower and its Subsidiariesthe Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 2007 $ 475.0 2008 $ 490.0 2009 $ 505.0 2010 $ 520.0 2011 $ 535.0 2012 $ 550.0 2013 $ 565.0 2014 $ 580.0 ; provided that for each Permitted Investment consummated in any fiscal year pursuant to clause (c) of the definition of “Permitted Investments,” the maximum amounts set forth below opposite above for such fiscal quarter year and for every fiscal year thereafter shall be increased by an amount equal to 3.0% of the total revenues of the Acquired Entity or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any Business for such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures Permitted Investment for the period from last four full fiscal quarters preceding the Closing Date through the end date of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures consummation of such Permitted Investment as determined in financial statements for the same period Acquired Entity or Business prepared in accordance with the standards set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount 5.01. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding 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 6.11(a) is less than the maximum amount of Capital Expenditures permitted by Section 6.11(a) with respect to such fiscal year (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 immediately preceding provisofollowing succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), with regard to (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 Borrower Permitted Capital Expenditure Amount for the next succeeding fiscal year (each such amount, a “carry-back amount”) may only be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures as are permitted to be made in such prior fiscal year (it being understood and additional Capital Expenditures agreed that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Ba) so long as no Default has occurred and is continuing or would result therefrom, any carry-back amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during back beyond the next fiscal quarter. In addition year immediately prior to the foregoing fiscal year of such Permitted Capital Expenditures, Expenditure Amount and provided that no Default shall have occurred and be continuing and (b) the Borrower portion of the carry-back amount actually utilized in any fiscal year shall be deducted from the Permitted Capital Expenditure Amount in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsfiscal year from which it was carried back).

Capital Expenditures. (a) Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower Company and its Subsidiaries, the amounts Restricted Subsidiaries during each fiscal year set forth below (or in the case of fiscal year 2006, during the fourth quarter of such fiscal year), the amount set forth opposite such fiscal quarter year or fiscal yearquarter, as the case may be: provided, however, 4th Quarter 2006 $ 4,100,000 2007 $ 17,500,000 2008 $ 19,400,000 2009 $ 21,400,000 2010 $ 23,600,000 2011 $ 26,000,000 2012 $ 27,900,000 2013 $ 29,300,000 ; provided that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either respect of any fiscal year or both fiscal quarter, as the case may be, shall be increased after the consummation of any Permitted Acquisition in an amount equal to 7.5% of the two pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal quarters immediately following year or fiscal quarter, as the case may be, of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”). (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Company and the Restricted Subsidiaries in any fiscal year or in any fiscal quarter, as the case may be, pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year or such fiscal quarter, and in such event such additional Capital Expenditures shall reduce as the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal yearcase may be, the Borrower may only make amount of such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in difference (the one fiscal quarter immediately following such fiscal year; and (B“Rollover Amount”) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during forward and used to make Capital Expenditures in the next two succeeding fiscal quarter. In addition to the foregoing Capital Expenditures, and years; provided that no Default shall have occurred and be continuing and the Borrower Capital Expenditures in any fiscal year shall be in compliance on a Pro Forma Basis with all of counted against the covenants base amount set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at 7.16(a) with respect to such fiscal year prior to being counted against any time that are paid Rollover Amount available with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied respect to Permitted Acquisitions)such fiscal year.

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for that the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case Subsidiaries may be: provided, however, that (A) make Capital Expenditures so long as (1) no Default has occurred and is continuing or would result from any the aggregate amount of all such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end does not exceed $10,000,000 in any fiscal year of the current fiscal quarter are not more than 10% greater than Borrower. (b) In addition to the total projected foregoing, in the event that the amount of Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in either or both any fiscal year of the two fiscal quarters immediately following Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal quarteryear, 50% of such excess may be carried forward and in such event such additional utilized to make Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding provisosucceeding fiscal year, with regard provided that no amounts once carried forward pursuant to this Section 9.07(b) may be carried forward to any fiscal year, year thereafter and such amounts may only be utilized after the Borrower may only make such and its Subsidiaries have utilized in full the permitted Capital Expenditures as are permitted to be made in Expenditure amount for such fiscal year and additional Capital Expenditures that otherwise would have been as permitted to be made in the one fiscal quarter immediately following such fiscal year; and clause (Ba) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated above (without giving effect to any fiscal quarter in the table set forth above which is not expended increase in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. amount by operation of this clause (b)). (c) In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at with the amount of Net Sale Proceeds received by the Borrower or any time of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 180 days following the date of such Asset Sale, but only to the extent that such Net Sale Proceeds are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are not otherwise required to be applied to Permitted Acquisitionsreduce the Total Revolving Loan Commitment pursuant to Section 3.03(b). (d) In addition to the foregoing, the Borrower or any of its Subsidiaries may make Capital Expenditures with the amount of Net Insurance Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 180 days following the date of receipt of such Net Insurance Proceeds from such Recovery Event, but only to the extent that such Net Insurance Proceeds are not otherwise required to be applied to reduce the Total Revolving Loan Commitment pursuant to Section 3.03(d). (e) In addition to the foregoing, the Borrower and its Wholly-Owned Domestic Subsidiaries may consummate Permitted Acquisitions to the extent permitted by Section 9.02(ix).

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter Incur, or fiscal yearpermit to be incurred by the Borrower and the Restricted Subsidiaries, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts during each Fiscal Year set forth below opposite in excess of the maximum amount set forth below for such fiscal quarter or fiscal year, as the case may beFiscal Year: provided, however, that, (a) to the extent that (A) so long as (1) no Default has occurred and is continuing or would result from actual Capital Expenditures incurred in any such expenditureFiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this clause (a)), 100% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above, be available for Capital Expenditures in the next succeeding Fiscal Year; which Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts permitted pursuant to this Section 9.14 without giving effect to this clause (a) and then, in respect of any amount permitted solely by reason of this clause (a), and (2b) after to the extent that Capital Expenditures for any Fiscal Year exceed the applicable amount set forth above for such Fiscal Year (without giving effect to the pull-forward permitted by this clause (b)), an amount equal to up to 50% of the amount allocated to the succeeding year (but not any year thereafter) may be carried back and utilized to make Capital Expenditures during such expendituresFiscal Year (and the amount permitted in such subsequent year shall be reduced by the amount so carried back); provided further that with respect to any Fiscal Year in which an Acquisition permitted under this Agreement is consummated and for each Fiscal Year subsequent thereto, total the maximum amount Capital Expenditures for any Fiscal Year set forth above shall be increased (subject to the period from the Closing Date through the end next succeeding proviso) by an amount equal to 130% of the current fiscal quarter are not more than 10% greater than quotient obtained by dividing (A)(i) the total projected amount of Capital Expenditures made by the acquired entity, business or asset(s) for the same thirty-six (36) month period set forth immediately preceding the consummation of such Acquisition by (ii) three (3) (the “Acquired Capital Expenditure Amount”) or (B) if the acquired entity, business or asset(s) has been in existence for less than thirty-six (36) months prior to the forecasts referenced consummation of the Acquisition, (i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the number of months such acquired entity, business or asset(s) has been in Section 5.05(f)existence prior to the consummation of such Acquisition by (ii) the number of years rounded to the nearest 1/12 of one year such acquired entity, business or asset(s) has been in existence prior to the consummation of such Acquisition; provided still further that, with respect to any Fiscal Year during which any such Acquisition occurs, the Borrower maypermitted Capital Expenditures amount applicable to such Fiscal Year shall be increased by an amount equal to the product of (x) the Acquired Capital Expenditure Amount, and (y) a fraction, the numerator of which is the number of days remaining in such fiscal quarterFiscal Year and the denominator of which is 365 or 366, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding as applicable. Notwithstanding anything to the contrary herein, and without limiting the provisions of the immediately preceding paragraph, the Borrower and the Restricted Subsidiaries may make Capital Expenditures in excess of the maximum amounts set forth above for any Fiscal Year by utilizing amounts that would otherwise have been available to the Borrower and the Restricted Subsidiaries to (i) create, incur or assume Indebtedness or Disqualified Equity Interests under Sections 9.3(l), (ii) to make Investments under Sections 9.2(m), or (iii) to make Restricted Payments under Sections 9.6(k); provided that the Borrower shall have designated to the Administrative Agent in writing signed by a Responsible Officer such amounts so utilized; and provided further that the amount (or liquidation value, in the case of Disqualified Equity Interests) of any such Indebtedness, Disqualified Equity Interests, Investments or Restricted Payments that could otherwise have been created, incurred, assumed or made, as applicable, under any such Section by the Borrower or any Restricted Subsidiary that is instead utilized to make Capital Expenditures in any Fiscal Year in excess of the amounts otherwise permitted pursuant to this Section 9.14 in such Fiscal Year (taking into account the carryover and pull-forward provisions in the immediately preceding proviso, with regard paragraph) shall be reduced Dollar-for-Dollar by the amount thereof utilized to make any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in any such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Fiscal Year.

Capital Expenditures. 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 in connection with any Permitted Acquisition or Capitalized Lease) that would cause the aggregate amount of all such Capital Expenditures made by the Loan Parties and their Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, period set forth in the aggregate for table below to exceed the Borrower and its Subsidiaries, the amounts amount set forth below opposite such fiscal quarter or fiscal yearperiod (plus, as in each case, the case may be: amount of proceeds of Excluded Equity Issuances received by the Loan Parties in connection with, and within six months of, the making of such Capital Expenditures): provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total if the amount of the Capital Expenditures for the period from the Closing Date through the end of the current permitted to be made in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), table above is greater than the Borrower may, in such fiscal quarter, make actual amount of the Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be actually made in such fiscal year and additional period (the amount by which such permitted Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following for such fiscal yearperiod exceeds the actual amount of Capital Expenditures for such fiscal period, the "Excess Amount"), then up to 50% of such Excess Amount (such amount, the "Carry-Over Amount") may be carried forward to the next succeeding fiscal period (the "Succeeding Fiscal Period"); provided that the Carry-Over Amount applicable to a particular Succeeding Fiscal Period may not be carried forward to another fiscal period. Capital Expenditures made by the Loan Parties and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to their Subsidiaries in any fiscal quarter period shall be deemed to reduce, first, the amount set forth in the table set forth above which is not expended in for such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expendituresperiod and, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10then, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Carry-Over Amount.

Capital Expenditures. Make (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceedingthat (i) during the period from the Initial Borrowing Date through and including the last day of Fiscal Year 2003, in the aggregate for the U.S. Borrower and its SubsidiariesSubsidiaries may make Capital Expenditures in an aggregate amount not to exceed $80,000,000 and (ii) during any Fiscal Year of Holdings set forth below (taken as one accounting period), the amounts U.S. Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of such Capital Expenditures does not exceed the amount set forth below opposite such fiscal quarter Fiscal Year below: Fiscal Year Amount ----------- ------ Fiscal Year 2004 $150,000,000 Fiscal Year 2005 $150,000,000 Fiscal Year 2006 $150,000,000 Fiscal Year 2007 $150,000,000 Fiscal Year 2008 $150,000,000 (b) Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the U.S. Borrower and its Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (or fiscal yearduring the period set forth in clause (a)(i) above) (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the U.S. Borrower and its Subsidiaries during such Fiscal Year (or period, as the case may be: provided), however, that the lesser of (Ax) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, excess and (2y) after giving effect 100% of the applicable permitted scheduled Capital Expenditure amount as set forth in such clause (a) above may be carried forward and utilized to such expenditures, total make Capital Expenditures in the immediately succeeding Fiscal Year, provided that no amounts once carried forward pursuant to this Section 9.12(b) may be carried forward to any subsequent Fiscal Year of Holdings thereafter and such amounts may only be utilized after the U.S. Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditure amount for the such period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period as set forth in the forecasts referenced table in Section 5.05(f), the Borrower may, clause (a) above (without giving effect to any increase in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted amount pursuant to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount this clause (allocated first to the first succeeding fiscal quarter and then to the secondb); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and ). (Bc) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time determination under Section 9.12(a) or (b)) with the Net Sale Proceeds of Asset Sales to the extent such Net Sale Proceeds do not require, or result in, a mandatory repayment of Term Loans and/or a mandatory reduction to the Total Incremental Term Loan Commitment and/or the Total Revolving Loan Commitment pursuant to Section 4.02(c) and such proceeds are reinvested within 360 days (subject to a six month extension for contractual commitments that are not completed during such 360-day period) following the date of such Asset Sale in accordance with the requirements of said Section. (d) In addition to the foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.12(a) or (b)) with the insurance proceeds received by the U.S. Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid with Specified Proceeds within 360 days (excluding, subject to a six month extension for the avoidance of doubt, any Specified Proceeds contractual commitments that are applied not completed during such 360-day period) following the date of the receipt of such insurance proceeds, in each case to Permitted Acquisitionsthe extent such insurance proceeds do not require, or result in, a mandatory repayment of Term Loans and/or a mandatory reduction to the Total Incremental Term Loan Commitment and/or the Total Revolving Loan Commitment pursuant to Section 4.02(f). (e) In addition to the foregoing, the Borrowers and the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.12(a) or (b)) constituting Permitted Acquisitions effected in accordance with the requirements of Section 8.15. (f) In addition to the foregoing, the U.S. Borrower and the Subsidiary Guarantors may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.12(a) or (b)) on the Third Amendment Effective Date arising in connection with the exercise of the purchase option under the HQ Lease Agreements.

Capital Expenditures. Make (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditure Expenditures except Capital Expenditures in an aggregate amount not to exceed $130,000,000150,000,000 in any fiscal quarter or fiscal yearFiscal Year plus Available Retained Excess Cash Flow; provided that, except for to the extent that the amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year, provided further that it is understood and agreed that the Borrower shall be permitted to carry forward all unused amounts for the 2009 Fiscal Year accumulated pursuant to Section 7.2.7 of the Original Credit Agreement for usage in any succeeding Fiscal Year. 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 amounts set forth below opposite amount of Capital Expenditures permitted under the preceding sentence applicable to each such fiscal quarter or fiscal year, as Fiscal Year shall be increased by an amount equal to 5% of the case may be: purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure Amount”); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from with respect to the Fiscal Year during which any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)Permitted Acquisition occurs, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures permitted as a result of this sentence shall reduce be an amount equal to the amounts available 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 following fiscal quarters by a like amount Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal yearFiscal Year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence 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 amount of Capital Expenditures that would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and succeeding Fiscal Year (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for apply the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsCapEx Pull-Forward Amount in such immediately succeeding Fiscal Year).

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter (a) The Borrower shall not make or fiscal yearincur, except for or permit its Subsidiaries to make or incur, Capital Expenditures not exceeding, in (exclusive of the aggregate for Capital Expenditures made pursuant to clause (b) below) during any of the Borrower and its Subsidiaries, the amounts Fiscal Years set forth below opposite in excess of the amount set forth below for such fiscal quarter or fiscal year, as the case may beFiscal Year: FISCAL YEAR MAXIMUM CAPITAL EXPENDITURES 2006 $ 130,000,000 2007 $ 125,000,000 2008 and each Fiscal Year thereafter $ 90,000,000 ; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any to the extent the actual amount of such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for any such Fiscal Year is less than the period maximum amount set forth above for such Fiscal Year (provided that actual Capital Expenditures in any Fiscal Year shall be first applied against any carryover from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(fprior Fiscal Year)), the Borrower may, difference between (i) 100% of the difference between such stated maximum amount and such actual Capital Expenditures less (ii) any amount of Capital Expenditures not utilized pursuant to this Section 8.14(a) in a given Fiscal Year but utilized pursuant to Section 8.14(b)(ii) in such fiscal quarter, make Fiscal Year in excess of the Capital Expenditures that otherwise would have been permitted to under Section 8.14(b) for such Fiscal Year, shall be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such available for additional Capital Expenditures in the next succeeding Fiscal Year (but shall reduce the amounts not be available in such following fiscal quarters by a like amount any Fiscal Year thereafter). (allocated first b) The Borrower shall not make or incur, or permit its Subsidiaries to make or incur, Capital Expenditures (exclusive of the Capital Expenditures made pursuant to clause (a) above) during any of the Fiscal Years set forth below with respect to the first succeeding fiscal quarter Borrower’s or any of its Subsidiaries’ now owned or hereafter acquired facilities used for the performance of marine support operations and/or construction of drilling, production and then to other structures, including, but not limited to, platform jackets, deck sections, deck facilities, production modules, drilling modules, quarters modules, oil and natural gas processing, transfer and storage facilities, floating platforms and production facilities, offshore floating terminals, and subsea production facilities, in excess of (i) the second); provided however that notwithstanding anything to amount set forth below for such Fiscal Year plus (ii) the contrary in the immediately preceding proviso, with regard to amount of any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year Fiscal Year pursuant to Section 8.14(a) but not actually made as of the date of determination: FISCAL YEAR MAXIMUM CAPITAL EXPENDITURES 2006 $ 40,000,000 2007 $ 45,000,000 2008 $ 45,000,000 2009 $ 40,000,000 2010 $ 30,000,000 2011 $ 20,000,000 ; provided, however, that to the extent the actual amount of such Capital Expenditures for any such Fiscal Year is less than the maximum amount set forth above for such Fiscal Year (provided that actual Capital Expenditures in any Fiscal Year shall be first applied against any carryover from the prior Fiscal Year), 100% of the difference between such stated maximum amount and such actual Capital Expenditures made pursuant to this clause (b) shall be available for additional Capital Expenditures that otherwise would have been permitted made pursuant to be made this clause (b) in the one fiscal quarter immediately following such fiscal yearnext succeeding Fiscal Year (but shall not be available in any Fiscal Year thereafter); and (B) so long as no Default has occurred and is continuing or would result therefromprovided, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expendituresfurther, and provided however, that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of use commercially reasonable efforts to grant to the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excludingAdministrative Agent, for the avoidance ratable benefit of doubtthe Secured Parties, any Specified Proceeds that are applied a perfected first-priority security interest in the assets acquired with Capital Expenditures made pursuant to Permitted Acquisitionsthis Section 8.14(b).

Capital Expenditures. Make or commit to make any Capital Expenditure Expenditure, except Capital Expenditures of the Group Members in the ordinary course of business in an aggregate amount at any time during any fiscal quarter or fiscal yearyear of the Borrower not to exceed $312,000,000; provided that (a) any such amount, except for Capital Expenditures if not exceeding, so expended in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and for which it is continuing or would result therefrompermitted, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during in the next succeeding fiscal quarter. In addition year only and (b) Capital Expenditures made in any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to the foregoing clause (a) and, second, in respect of amounts permitted for such fiscal year as provided above. For purposes of calculating compliance with this Section 6.7, (x) the portion of the Positive EBITDA Variance applied to make Capital ExpendituresExpenditures pursuant to Section 6.18, shall be excluded in calculating compliance with this Section 6.7, (y) in the event that the average currency exchange rate between the Dollar and provided that no Default shall have occurred and be continuing and the euro, during the fiscal year for which compliance is being determined, exceeds 1.30 to 1.00, the Borrower shall increase the Dollar amount of its actual Capital Expenditures for such fiscal year by an amount equal to 45% of Capital Expenditures for such fiscal year, multiplied by the excess over the 1.30 to 1.00 exchange rate, and (z) in the event that the average exchange rate between the Dollar and the euro, during the fiscal year for which compliance is being determined, is less than 1.00 to 1.00, the Borrower shall reduce the Dollar amount of its actual Capital Expenditures for such fiscal year by an amount equal to 45% of Capital Expenditures for such fiscal year, multiplied by the deficiency under the 1.00 to 1.00 exchange rate. The amount of Capital Expenditures permitted hereunder shall be in compliance on a Pro Forma Basis with all adjusted, at the end of each fiscal year of the covenants Borrower (a) in the event that a Permitted Acquisition has occurred during such fiscal year, by increasing the amount of permitted Capital Expenditures for each subsequent fiscal year of the Borrower by the amount of Capital Expenditures for the business acquired as part of such Permitted Acquisition approved by the board of directors of the Borrower at the time of such Permitted Acquisition, and (b) in the event that a Permitted Asset Sale has occurred during such fiscal year, by reducing the amount of permitted Capital Expenditures for each subsequent fiscal year of the Borrower by the amount set forth in the Projections most recently delivered pursuant to Section 7.10, the Borrower and its Subsidiaries may make additional 5.2(c) allocated for Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance business subject of doubt, any Specified Proceeds that are applied to such Permitted Acquisitions)Asset Sale.

Capital Expenditures. Make (a) Newco 4 and Parent will not, and will not permit any of the Restricted Subsidiaries to, make any Capital Expenditure Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount of such Capital Expenditures made by Newco 4 and the Restricted Subsidiaries in any fiscal quarter or year of Newco 4 to exceed the greater of (i) $55,000,000 and (ii) an amount equal to 4.75% of Consolidated Gross Revenues for the immediately preceding fiscal year, except for . (b) To the extent that Capital Expenditures not exceeding, in (other than Permitted Acquisitions that constitute Capital Expenditures) made by Newco 4 and the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such Restricted Subsidiaries during any fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter year are not more than 10% greater less than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been maximum amount permitted to be made in either or both of the two fiscal quarters immediately following for such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, 50% of such unused amount (each such amount, a "CARRY-FORWARD AMOUNT") may be carried forward to the Borrower may only immediately succeeding fiscal year and utilized to make such Capital Expenditures as are 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 (i) no carry-forward amount may be carried forward beyond the first two fiscal years immediately succeeding the fiscal year in which it arose and, (ii) no portion of the carry-forward amount available for any fiscal year may be used until the entire amount of such Capital Expenditures permitted to be made in such fiscal year (without giving effect to such carry-forward amount) shall be made and additional (iii) 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 carryforward amount from the more recent immediately preceding fiscal year shall have been used for such Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).

Capital Expenditures. Make (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Company will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $156,000,000 in any Fiscal Year; provided that, to the extent that the amount of Capital Expenditures made by the Company and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Company and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Company 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 each such Fiscal Year shall be increased by an amount equal to 5% of the purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: Amount”); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from with respect to the Fiscal Year during which any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)Permitted Acquisition occurs, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures permitted as a result of this sentence shall reduce be an amount equal to the amounts available 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 following fiscal quarters by a like amount Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal yearFiscal Year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence of clause (a) above) may be increased by an amount not to exceed $12,000,000 (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 one fiscal quarter immediately following such fiscal year; and succeeding Fiscal Year (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower Company and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for apply the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsCapEx Pull-Forward Amount in such immediately succeeding Fiscal Year).

Capital Expenditures. Make The Borrower will not, and will not permit any Capital Expenditure in of its Subsidiaries to, purchase or otherwise acquire, or commit to purchase or otherwise acquire, any fiscal quarter fixed or fiscal year, except capital asset or otherwise make or incur obligations for Capital Expenditures not exceedingby the expenditure of cash or the incurrence of Indebtedness, the cost of which (or, in the aggregate for case of any acquisition not in the Borrower and its Subsidiariesnature of an ordinary purchase, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end book value of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures consideration given for the same period set forth in the forecasts referenced in Section 5.05(fwhich), when aggregated with the Borrower may, in costs of all other such fiscal quarter, make Capital Expenditures that assets purchased or otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters acquired by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional taken as a whole during the Fiscal Year, would exceed $16,000,000 during the Fiscal Year ending January31, 1997 or $25,000,000 during any Fiscal Year ending thereafter; provided, that, if during any Fiscal Year Capital Expenditures at are less than any time that are paid of the applicable amounts set forth above, the lesser of (i)the difference between the applicable amount and the actual Capital Expenditures for such Fiscal Year, or (ii)$2,000,000 (such lesser amount being referred to as the "Excess Capital Expenditures Allowance") shall be carried forward so as to increase the maximum Capital Expenditures which may be made in accordance with Specified Proceeds (excluding, this Subsection 7.5.4 for the avoidance of doubtimmediately succeeding Fiscal Year, but not for any Specified Proceeds that are other subsequent Fiscal Year, except to the extent permitted by the next succeeding sentence. Capital Expenditures made in any such succeeding Fiscal Year shall be applied first to the Excess Capital 2 Expenditures Allowance carried forward until such Allowance is exhausted and shall then be applied to Permitted Acquisitions)the maximum Capital Expenditures specified above for such Fiscal Year in determining whether an Excess Capital Expenditure Allowance is available to be carried forward to the next succeeding Fiscal Year in the manner described in this Subsection 7.5.4.

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure expenditure in respect of the purchase or other acquisition of any fiscal quarter fixed or fiscal yearcapital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for Capital Expenditures capital expenditures in the ordinary course of business not exceeding: (i) to the extent that the Delayed Draw Borrowing Date has not occurred, $25,000,000 in the aggregate for the Borrower Company and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or it Subsidiaries during each fiscal year, as the case may be: ; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromfrom such expenditure, any portion of any amount allocated to any fiscal quarter in the table set forth above which is in this clause (i), if not expended in such the fiscal quarter year for which it is permitted, may be carried over for expenditure during in the next following fiscal quarteryear. In addition Capital expenditures in any fiscal year shall be deemed to use first, the $25,000,000 permitted in such fiscal year, and second, any amount carried forward to such fiscal year pursuant to this clause; (ii) to the foregoing Capital Expendituresextent that the Delayed Draw Borrowing Date has occurred, $40,000,000 in the aggregate for the Company and provided it Subsidiaries during each fiscal year; provided, however, that so long as no Default shall have has occurred and be is continuing and the Borrower shall be in compliance on a Pro Forma Basis with all or would result from such expenditure, fifty percent (50%) of the covenants any portion of any amount set forth in Section 7.10this clause (ii), if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next following fiscal year. Capital expenditures in any fiscal year shall be deemed to use first, the Borrower $40,000,000 permitted in such fiscal year, and its Subsidiaries may make additional Capital Expenditures at second, any time amount carried forward to such fiscal year pursuant to this clause; provided further, however, that are paid with Specified Proceeds (excluding, the following shall not be considered capital expenditures for the avoidance purposes of doubtthis Section 7.12: (A) capital expenditures incurred by any Person prior to the date on which such Person became a Subsidiary of the Company, any Specified Proceeds that are applied and (B) assets purchased by the Company or a Subsidiary thereof pursuant to a Permitted Acquisitions)Acquisition or the Adhesion Acquisition.

Capital Expenditures. Make The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year of the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, (taken as the case may be: provided, however, that (Aone accounting period) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at so long as the aggregate amount of such Capital Expenditures does not exceed in any time such fiscal year the amount set forth opposite such fiscal year below: Fiscal Year Amount ----------- ------ December 31, 1997 $27,500,000 December 31, 1998 $27,500,000 December 31, 1999 $27,500,000 December 31, 2000 $30,000,000 December 31, 2001 $30,000,000 December 31, 2002 $30,000,000 Notwithstanding anything to the contrary contained above, (i) to the extent that Capital Expenditures made during any fiscal year of the Borrower set forth in the table above are paid less than the amount set forth opposite such fiscal year above, 100% of such unutilized amount may be carried forward to the immediately succeeding fiscal year and utilized to make Capital Expenditures in excess of the amount permitted above in such immediately succeeding fiscal year, provided that (x) any amount carried forward from the immediately preceding fiscal year, if any, shall not be utilized during a fiscal year to make Capital Expenditures unless and until the relevant amount set forth in the table above opposite such fiscal year shall have been utilized in full 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 any fiscal year thereafter, (ii) the Borrower and/or its Subsidiaries may in any fiscal year set forth in the table above utilize cash advance payments received by it with Specified Proceeds respect to contracts to make Capital Expenditures and any such amounts utilized by the Borrower and/or its Subsidiaries shall not be included as Capital Expenditures during such fiscal year in making the foregoing determinations of compliance with this Section 9.07 and (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to iii) Permitted Acquisitions)Acquisitions may be made in accordance with Section 8.11.

Capital Expenditures. Make any or commit to make Capital Expenditure Expenditures exceeding, in any fiscal quarter or fiscal yearquarter, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures 1.5% of Consolidated Net Sales for the period from the Closing Date through the end of the current four consecutive fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in quarters ended immediately preceding such fiscal quarter, make as such amount may be increased within and during any fiscal quarter by any then-unexpended amount permitted for one or more prior fiscal quarters, pursuant to the last sentence of this Section 9.8 (the amount so determined within and during each fiscal year being herein referred to as the “Base CapEx Amount”); provided that in the event that any Person or the assets of such Person are acquired (an “Acquired Person”) through a Permitted Acquisition or a Permitted Foreign Acquisition during the course of any such period of four consecutive fiscal quarters, the Base CapEx Amount shall be automatically adjusted by increasing it by an amount equal to the difference between (x) 6.0% of the revenues attributable to such Acquired Person for the period of four fiscal quarters most recently ended prior to the date that such Acquired Person was acquired for which financials statements are available, minus (y) the aggregate total of all amounts actually expended by such Acquired Person on Capital Expenditures that otherwise would have been during such period of four fiscal quarters. Capital Expenditures permitted to be made in either or both of during any fiscal quarter pursuant to the two fiscal quarters immediately following terms hereof up to such Base CapEx Amount for such fiscal quarterquarter (as adjusted as a result of Permitted Acquisitions and Permitted Foreign Acquisitions, as set forth above), if not fully expended in the fiscal quarter with respect to which such adjusted Base CapEx Amount is determined, may be carried over and expended in the next three following fiscal quarters, and in such event such additional Capital Expenditures any amounts so carried over shall reduce be deemed to be the first amounts available expended in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second)quarters; provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in excess of the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during made with Net Proceeds of Asset Sales and with the next fiscal quarter. In addition to the foregoing Capital Expendituresnet proceeds of Condemnation Awards and Insurance Proceeds, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that each case which are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Not Otherwise Applied.

Capital Expenditures. Make (a) Borrower will not, and will not permit any of its Subsidiaries to, make or otherwise incur any Capital Expenditure Expenditures in excess of $50,000,000 in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the year of Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: ; provided, however, that such amount in respect of any fiscal year may be increased (Abut not decreased) so long as (1) no Default has occurred and is continuing or would result from any such expenditureby an amount equal to the cumulative positive amount of the Borrower's Portion of Excess of Cash Flow. In addition, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for in any fiscal year may be further increased by an amount equal to the period from excess of (i) $50,000,000 over (ii) the Closing Date through the end amount of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be actually made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, provided that amounts so available under this sentence in any fiscal year or years that are not so expended shall be available for any subsequent fiscal year and the Borrower may only make such amount of Capital Expenditures as are permitted to be made in any fiscal year shall first be applied against the $50,000,000 amount permitted for such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition thereafter applied to the foregoing Capital Expendituresamount available from prior years. The parties agree that, and provided that no Default shall have occurred and be continuing and for purposes of the preceding sentence, Borrower shall be deemed on the Closing Date to have $65,000,000 in compliance unused Capital Expenditures from prior fiscal years available for use on a Pro Forma Basis with all and after the Closing Date. Notwithstanding the foregoing, in no event shall the aggregate amount of Capital Expenditures made by Borrower and its Subsidiaries during any fiscal year pursuant to this Section 9.1(a) exceed $75,000,000. (b) Notwithstanding the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time that determination under the foregoing clause (a)) with the insurance or condemnation proceeds received by Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect to which such proceeds were paid with Specified Proceeds within 365 days (excluding, for or committed to be paid within such 365 days so long as such replacement or restoration is made within 180 days after the avoidance end of doubt, any Specified Proceeds that such 365 day period) following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to Permitted Acquisitionsrepay Term Loans pursuant to Section 4.4(g).

Capital Expenditures. Make any Permit Capital Expenditure in Expenditures of the Restricted Subsidiaries on a consolidated basis during any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in year to be greater than the aggregate for the Borrower and its Subsidiaries, the amounts amount set forth below opposite for such fiscal quarter or fiscal year: Fiscal Year Amount 2002 $155,000,000 2003 $170,000,000 2004 $150,000,000* 2005 $195,000,000 101 * it being agreed that up to $35,000,000 of the amount, if any, of Capital Expenditures deemed to have been made in connection with the proposed "build-to-suit" construction of an operating facility referred to in Section 6.01(s) arising solely as a result of the case may be: Mexican Subsidiary's possessing title to such facility pending a sale-leaseback shall be deemed not to constitute Capital Expenditures for purposes of this Agreement. provided, however, that (Ai) Restricted Subsidiaries shall be permitted to carry forward the total amount of unused permitted Capital Expenditures for any immediately preceding fiscal year (without giving effect to the amount of any unused permitted Capital Expenditures that were carried forward to such preceding fiscal year) to the immediately succeeding fiscal year so long as the aggregate Capital Expenditures do not exceed $200,000,000 in fiscal year 2003 and $250,000,000 in fiscal year 2004 and each fiscal year thereafter; (1ii) no Default has occurred Capital Expenditures may not be made by Holdings; and (iii) following the Closing Date, the amount of Capital Expenditures permitted for each fiscal year shall be increased, in the case of the first fiscal year in which an Acquired Asset is continuing or would result from any such expenditureacquired, by 15%, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any each subsequent fiscal year, by 10%, of Acquired Assets (the Borrower may only make such Capital Expenditures as are permitted to be made in such "Acquired Assets Amount"), plus for each fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and commencing after any Acquired Assets Amount is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition added to the foregoing amount of permitted Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be 5% of such Acquired Assets Amount, in compliance each case calculated on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)cumulative basis.

Capital Expenditures. Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided except that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make or commit to make Capital Expenditures not exceeding the amount set forth below (the "Base Amount") for each of the fiscal years or periods of the Borrower (or other period) set forth below: Fiscal Year or Period Base Amount --------- ----------- Closing Date to the end of FY 2000 $40,000,000 FY 2001 $50,000,000 FY 2002 $32,000,000 FY 2003 $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 Stock of the Borrower to, or any capital contribution to the Borrower by, the Investor Group or its Affiliates and (iii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased in the event any Person or assets of such Person (an "Acquired Person") is acquired as permitted herein by an amount equal to 110% of the 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 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 Person was acquired and the denominator of which is 365; and provided, further, that, notwithstanding anything to the contrary herein, additional Capital Expenditures at any time that are paid may be made with Specified Proceeds (excludingnet proceeds received in property sales or dispositions under subsection 8.5(g), for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions8.5(h) or 8.5(i).

Capital Expenditures. Make Make, or permit any of their Subsidiaries to make, any Capital Expenditure Expenditures that would cause the aggregate of all such Capital Expenditures made by the Borrowers and their Subsidiaries in any period set forth below to exceed the amount set forth below for such period. PERIOD AMOUNT ------ ------ Closing Date through and including April 30, 1999 $1,300,000 May 1, 1999 through and including April 30, 2000 $2,000,000 Each fiscal quarter or fiscal year thereafter $3,000,000 PROVIDED, HOWEVER, (a) that amounts permitted to be expended in a Fiscal Year that are not expended in such Fiscal Year, but not in excess of fifty (50%) percent of such prior year, except 's unused amount (not including any amount permitted to be carried forward from a prior year) shall be permitted to be expended in (but only in) the subsequent Fiscal Year; (b) amounts comprising Excess Cash Flow after giving effect to the prepayments required under Section 2.6 shall be permitted to be expended for Capital Expenditures not exceeding, in the aggregate for the Borrower (over and its Subsidiaries, above the amounts set forth below opposite such fiscal quarter or fiscal above) in the twelve months following the date of required prepayment in any year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, ; and (2c) after giving effect Permitted Acquisitions and amounts representing Capital Expenditures paid or incurred with respect to such expenditures, total an acquisition permitted under Section 6.4 in the ordinary course of its business prior to consummation of a Permitted Acquisition shall not be deemed included in the calculation of the aggregate amount of Capital Expenditures for purposes of determining 103 the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected maximum annual Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarterhereunder, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated such amounts representing Capital Expenditures paid prior to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition a Permitted Acquisition were incurred prior to the foregoing Capital Expendituresdate of consummation of such Permitted Acquisition and were not incurred in anticipation of such Permitted Acquisition, and provided that no Default shall have occurred otherwise conform with the terms and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all conditions of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)6.2.

Capital Expenditures. Make Not permit the aggregate amount of all Capital Expenditures (i) for Fiscal Year 2017 to exceed $26 million, or (ii) for any Fiscal Year thereafter to exceed $4 million for such Fiscal Year. If Borrower, Co-Borrower and the Subsidiaries do not utilize the entire amount of Capital Expenditure Expenditures permitted in any fiscal quarter Fiscal Year, so long as no Default or fiscal yearEvent of Default exists or would be caused thereby, except for Borrower may carry forward to the immediately succeeding Fiscal Year only, 50% of such unutilized amount (with Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: succeeding Fiscal Year applied last to such carried forward unutilized amount); provided, however, that any amount of the Capital Expenditures permitted for Fiscal Year 2017 not utilized may not be carried forward. Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Each of Borrower and Co-Borrower hereby represents and warrants that (Aa) so long the representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, as though made on such date (1except to the extent such representations or warranties relate solely to an earlier date), and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing continuing. This Amendment is a “Loan Document” under the Credit Agreement and reflects the entire understanding of the parties with respect to the matters covered hereby and shall not be contradicted or would result from qualified by any such expenditureother agreement, oral or written, before the date hereof. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and (2) after giving all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart hereof. Any party delivering an executed counterpart of this Amendment by facsimile or electronic mail also shall deliver an original executed counterpart hereof, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect to such expenditures, total Capital Expenditures for of this Amendment. This Amendment shall be construed under and governed by the period from the Closing Date through the end laws of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)State of New York. Cordially, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).Delaware limited liability company By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Chief Financial Officer

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for The Borrower shall not permit the aggregate amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or Restricted Subsidiaries to exceed U.S. $40,000,000 in any fiscal year, as PROVIDED that if the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total aggregate amount of Capital Expenditures for any Qualifying Fiscal Year shall be less than U.S. $40,000,000, then 50% of the period CREDIT AGREEMENT - 92 - 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 Closing Date through permitted amount for such Qualifying Fiscal Year and last from the end amount of any carryover from any previous Qualifying Fiscal Year. For purposes hereof, a "Qualifying Fiscal Year" shall mean the current fiscal quarter are not more than 10% greater than year ending on or nearest to January 3, 2004, and each fiscal year thereafter. Notwithstanding the total projected foregoing (a) if, to the extent the aggregate amount of Capital Expenditures for made during any fiscal year shall exceed the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been aggregate amount permitted to be made in either or both of the two fiscal quarters immediately following during such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first year pursuant to the first succeeding fiscal quarter and then preceding paragraph, the Borrower shall nevertheless not be deemed to have breached this Section 9.17 if such excess is not greater than the second); provided however that notwithstanding anything to the contrary in Excess Capital Expenditure Amount for the immediately preceding proviso, with regard to fiscal year and (b) Capital Expenditures made by the Borrower and its Restricted Subsidiaries shall not exceed U.S. $60,000,000 in any fiscal year. Within 60 days from the end of each fiscal year, the Borrower may only make such 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 Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, by the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)during such respective fiscal year.

Capital Expenditures. Make No Company Entity shall make any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures other than: (a) Required Capital Expenditures; (b) Emergency Capital Expenditures; (c) Capital Expenditures financed with proceeds of Equity Contributions made to the Company and the Project Companies; and (d) the Company Entities will have the right to make (or cause to be made) Discretionary Capital Expenditures, without expense to or the consent of any Secured Party; provided that any such Discretionary Capital Expenditure will not exceedingbe permitted hereunder if it (i) will decrease by more than a de minimis amount the then current value, in residual value, utility, or remaining useful life of the aggregate for applicable Project immediately prior to such Discretionary Capital Expenditure, (ii) will cause the Borrower and its Subsidiariesapplicable Project to become “limited use property” or (iii) would reasonably be expected to have a Material Adverse Effect. In addition, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as Discretionary Capital Expenditure will only be permitted if: (1) the Distribution Conditions are satisfied, applied as if such Discretionary Capital Expenditure were a Restricted Payment, and as of the date of the proposed Discretionary Capital Expenditure, no Default or Event of Default has occurred and is continuing or would result from any occur and be continuing as a consequence of such expenditure, and Discretionary Capital Expenditure; (2) after giving effect the funds applied to such expendituresDiscretionary Capital Expenditure are available from the funds remaining on deposit in the Revenue Account immediately prior to transfer to the Distribution Suspense Account; (3) the Company provides to the Trustee, total the Administrative Agent and the Collateral Agent a written confirmation from the Independent Engineer that such Discretionary Capital Expenditures Expenditure is not reasonably expected to materially reduce or impair the wind resources available to the applicable Project Company for the period from purpose of satisfying the Closing Date through the end obligations of the current fiscal quarter are not more than 10% greater than applicable PPA; and (4) the total projected Capital Expenditures for Company or the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default applicable Project Company shall have occurred received all consents and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at approvals from any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Governmental Authority having jurisdiction.

Capital Expenditures. Make (a) Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except that the Borrower and the other Subsidiaries of Holdings may make Capital Expenditures not to exceed (x) $10,600,000 in Holdings' fiscal year ending October 31, 1996 or (y) $10,000,000 in any fiscal quarter or fiscal year, except for year of Holdings thereafter. (b) In addition to the Capital Expenditures not exceedingpermitted to be made pursuant to preceding clause (a) and succeeding clause (c), in the aggregate for the Borrower and the other Subsidiaries of Holdings may make Capital Expenditures in an aggregate amount not to exceed $10,000,000 in any fiscal year of Holdings in connection with new contracts awarded to Subsidiaries of Holdings provided that, prior to the acceptance of any such contract, Holdings shall first deliver to the Banks a certificate of its Subsidiaries, chief financial officer or treasurer demonstrating (in reasonable detail and showing the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, howevercalculations therefor) (x) that based on good faith projections prepared by Holdings, that Holdings will continue to be in compliance with Sections 9.09 through 9.12, inclusive, for the one year period immediately following the entering into of such contract and (Ay) the expected profitability to such Subsidiary under such contract; and provided further, in no event shall the Subsidiaries of Holdings bid or submit proposals for contracts which if entered into by such Subsidiaries (and if all Capital Expenditures required to perform such contract were made) would cause a violation of this Section 9.08(b). (c) In addition to the Capital Expenditures permitted to be made pursuant to preceding clauses (a) and (b) of this Section 9.08 and following any Recovery Event, Subsidiaries of Holdings may make Capital Expenditures to replace or restore any properties or assets subject to such Recovery Event so long as (1i) no Default has occurred the aggregate amount of Capital Expenditures so made does not exceed the amount of insurance proceeds (net of reasonable costs and is continuing or would result from taxes incurred in connection with such Recovery Event and any such expenditure, amounts required to be applied (and are applied) to the repayment of any Indebtedness secured by a prior perfected security interest (2to the extent permitted by this Agreement) after giving effect in the property subject to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted Recovery Event) received (or to be made received) in either or both respect of the two fiscal quarters immediately following such fiscal quarterRecovery Event, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make ii) such Capital Expenditures as are permitted made within nine months following such Recovery Event, (iii) such insurance proceeds are not required to be made applied to repay outstanding Term Loans pursuant to Section 4.02(e) and (iv) in event that any such fiscal year and additional Subsidiary makes such Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition prior to the foregoing Capital Expendituresreceipt of such insurance proceeds, and provided that no Default shall have occurred and be continuing and Holdings or such Subsidiary actually receives such insurance proceeds within nine months following the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)respective Recovery Event.

Capital Expenditures. Make (a) The Borrower will not, nor will it permit any of the Restricted Subsidiaries to, make any Capital Expenditure Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year of the Borrower and its Subsidiaries, to exceed the amounts amount set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth year in the forecasts referenced in Section 5.05(f)table below (such amount, together with the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like carry-forward amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any as defined clause (b) below) for such fiscal year, the “Permitted Capital Expenditure Amount”): Fiscal Year Ended: Permitted Capital Expenditure Amount: January 31, 2007 $ 10,000,000 January 31, 2008 $ 10,000,000 January 31, 2009 and thereafter $ 12,500,000 (b) 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 “carry-forward amount”) may only be carried forward to the immediately succeeding fiscal year and utilized to make such Capital Expenditures as are permitted to be made in such immediately succeeding fiscal year; provided that no carry-forward amount may be carried forward beyond the first fiscal year immediately succeeding the fiscal year in which it arose. Notwithstanding the foregoing, the Permitted Capital Expenditure Amount for any fiscal year shall be reduced at the time of and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following amount of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter year of the Borrower beginning on or fiscal yearafter October 1, except for Capital Expenditures not exceeding1997 (taken as one accounting period), in the aggregate for the Borrower and its Subsidiaries, Subsidiaries may make Capital Expenditures so long as the amounts set forth below opposite aggregate amount of such fiscal quarter or Capital Expenditures does not exceed $15,000,000 for any such fiscal year, as the case may be: provided, however, provided that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect amount not utilized in any fiscal year may be applied to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first next succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, provided further that any amounts so carried forward shall not be considered in the Borrower may only make such Capital Expenditures as are permitted determination of amounts available to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated carried forward to any fiscal quarter in succeeding year. (b) Notwithstanding the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time that determination under Section 9.07(a)) with the Net Sale Proceeds of Asset Sales to the extent such proceeds are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are not required to be applied to Permitted Acquisitionsrepay Term Loans (or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(d) and such proceeds are reinvested as required by Section 4.02(d). (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid or contractually committed to be paid within 180 days following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to repay Term Loans (or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(f). (d) Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) constituting Permitted Acquisitions effected in accordance with the requirements of Section 9.02(viii).

Capital Expenditures. Make any or permit to be made Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for including Capital Expenditures not exceedingLease Obligations, in each of the aggregate for the Borrower and its Subsidiaries, the amounts periods set forth below opposite such to exceed the following amounts: Period Maximum Amount ------ -------------- Three fiscal month period ending March 31, 2002 $3,000,000 Six fiscal month period ending June 30, 2002 $5,000,000 Nine fiscal month period ending September 30, 2002 $6,000,000 Twelve fiscal month period ending December 31, 2002 $6,000,000 and each four fiscal quarter period thereafter Capital Expenditures made with insurance proceeds of the Company and its Subsidiaries shall not be included in determining compliance with this Section 10.12 if such reinvestment of insurance proceeds (including reinvestment in the form of restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term. The exclusion from the Capital Expenditures limitations set forth in the preceding sentence shall only be permitted, in each case, if and to the extent the Capital Expenditures referred to in such sentence are made in the period commencing on the first date the Company or the relevant Subsidiary receives any cash insurance proceeds from the relevant casualty giving rise to such cash insurance proceeds and ending on the date 360 days thereafter and may not be carried forward after the end of such period. Notwithstanding the foregoing, with respect to each fiscal yearyear after the fiscal year ending December 31, as the case may be: provided, however, that 2002 (A) but only so long as (1x) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end Event of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing (including, without limitation, under Section 10.14) and (y) the Borrower Fixed Charge Coverage Ratio at the end of the most recently ended fiscal month of the Company for the twelve most recent consecutive fiscal months shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10equal to or greater than 1.20 to 1.00), the Borrower maximum aggregate amount of Capital Expenditures, including Capital Lease Obligations, in such fiscal year shall not exceed $8,000,000; provided, however, that if the $8,000,000 limitation in this sentence is in effect any unused amount of Capital Expenditures permitted to be made during a fiscal year (commencing with any fiscal year after the fiscal year ending December 31, 2002) may be carried over to the next fiscal year only (but not to any subsequent year thereafter) and shall be deemed to be the first Capital Expenditures made during such next fiscal year (provided that in any event the total amount of Capital Expenditures for such next fiscal year shall not exceed $12,000,000 in the aggregate); and provided, further, that, notwithstanding the $8,000,000 limitation(but only if the $8,000,000 limitation is otherwise in effect), the Company and its Subsidiaries may during the three year period immediately following December 31, 2002 make additional up to $5,000,000 in the aggregate of Capital Expenditures at any time relating solely to an enterprise resource planning system; and provided, further, that are the above $8,000,000 limitation, to the extent permitted in the following sentence, shall not apply to Capital Expenditures (i) in respect of the reinvestment of sales proceeds, insurance proceeds and condemnation proceeds received by the Company and its Subsidiaries in connection with the sale, transfer or other disposition of the Company's business units, assets or properties, if such reinvestment (including, in the case of insurance proceeds, reinvestment in the form of restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term, (ii) to the extent paid with Specified the proceeds of an issuance by the Company of its Capital Stock not required to be applied as a prepayment of the Loans pursuant to Section 6.2(b), (iii) in respect of the reinvestment of the excess, if any, of (x) the Net Cash Proceeds resulting from the sale, transfer or other disposition of the Bridgeport Property over (excludingy) any costs and expenses incurred by the Company in connection with any environmental remediation of the Bridgeport Property and (iv) in respect of the change of location of the Company's administration facility and distribution center; provided that such Capital Expenditures under this clause (iv) do not exceed $1,000,000 in the aggregate over the term of this Agreement. The exclusion from the Capital Expenditures limitations set forth in any of clauses (i) through (iv) of the preceding sentence shall only be permitted, for in each case, if and to the avoidance extent the Capital Expenditures referred to in such clause are made in the period commencing on the first date the Company or the relevant Subsidiary receives any cash proceeds from the relevant event referred to in such clause giving rise to such cash proceeds (or the date the Company changes the location of doubtits administration facility or distribution center, any Specified Proceeds that are applied as the case may be, with respect to Permitted Acquisitionsclause (iv)) and ending on the date 360 days thereafter and may not be carried forward after the end of such period." 3.17 Section 10.13 (Interest Expense Coverage Ratio) of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following new Section:

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceedingthat (i) during the period from the Fourth Restatement Effective Date through and including December 31, in the aggregate for 2006, the Borrower and its SubsidiariesSubsidiaries may make Capital Expenditures, so long as the aggregate amount of all such Capital Expenditures during such period does not exceed $175,000,000, and (ii) during any fiscal year of the Borrower ended after December 31, 2006 (taken as one accounting period), the amounts set forth below opposite Borrower and its Subsidiaries may make Capital Expenditures, so long as the aggregate amount of all such Capital Expenditures does not exceed $200,000,000 in such fiscal quarter year. (b) 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 Section 8.13(a) above in any period or fiscal year of the Borrower, as the case may be (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such period or fiscal year, as the case may be: provided, however, that the lesser of (Ax) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, excess and (2y) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end 50% of the current fiscal quarter are not more than 10% greater than the total projected applicable permitted scheduled Capital Expenditures for the same period Expenditure amount as set forth in the forecasts referenced in Section 5.05(f8.13(a)(i) or (ii), as the Borrower maycase may be, in such fiscal quarterabove, may be carried forward and utilized to make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding provisosucceeding fiscal year, with regard provided that no amounts once carried forward pursuant to this Section 8.13(b) may be carried forward to any fiscal year, year of the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and thereafter. (Bc) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time that are paid determination under Section 8.13(a) or (b)) constituting Permitted Acquisitions effected in accordance with Specified Proceeds (excluding, for the avoidance requirements of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Section 8.09.

Capital Expenditures. Make any (a) Prior to the Stone Transaction Date, incur Consolidated Capital Expenditure Expenditures in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, year in the an aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: amount in excess of $200,000,000; provided, however, that such amount in respect of any fiscal year shall be increased by the sum of (Ai) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, an amount equal to the Borrower's Portion of Excess Cash Flow and (2ii) after giving effect the amount (if greater than zero) equal to such expenditures, total (x) $200,000,000 minus (y) the amount of Consolidated Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be actually made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding provisofiscal year; provided, with regard to however, that amounts so available under this sentence in any fiscal year or years that are not so expended, up to a maximum of $75,000,000 on a cumulative basis, shall be available for any subsequent fiscal year and the amount of Consolidated Capital Expenditures made in any fiscal year shall first be applied against the $200,000,000 amount permitted for such year and thereafter applied to the amount available from prior years. (b) After the Stone Transaction Date, incur Consolidated Capital Expenditures in any fiscal year in an aggregate amount in excess of $400,000,000; provided, however, that such amount in respect of any fiscal year shall be increased by the sum of (i) an amount equal to the Borrower's Portion of Excess Cash Flow and (ii) the amount (if greater than zero) equal to (x) $400,000,000 minus (y) the amount of Consolidated Capital Expenditures actually made in the immediately preceding fiscal year; provided, however, that amounts so available under this sentence in any fiscal year or years that are not so expended, up to a maximum of $100,000,000 on a cumulative basis, shall be available for any subsequent fiscal year and the amount of Consolidated Capital Expenditures made in any fiscal year shall first be applied against the $400,000,000 amount permitted for such year and thereafter applied to the amount available from prior years. (c) Notwithstanding the foregoing limitations on Consolidated Capital Expenditures, (i) the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in consummate the one fiscal quarter immediately following such fiscal year; Acquisition and (Bii) so long as no Default has occurred and is continuing on or would result therefrom, any amount allocated to any fiscal quarter in after the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10Stone Transaction Date, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Cluster Expenditures.

Capital Expenditures. Make (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditure Expenditures except Capital Expenditures in an aggregate amount not to exceed $130,000,000 in any fiscal quarter or fiscal yearFiscal Year; provided that, except for to the extent that the amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. 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 amounts set forth below opposite amount of Capital Expenditures permitted under the preceding sentence applicable to each such fiscal quarter or fiscal year, as Fiscal Year shall be increased by an amount equal to 5% of the case may be: purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure Amount”); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from with respect to the Fiscal Year during which any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)Permitted Acquisition occurs, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures permitted as a result of this sentence shall reduce be an amount equal to the amounts available 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 following fiscal quarters by a like amount Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal yearFiscal Year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence 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 amount of Capital Expenditures that would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and succeeding Fiscal Year (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for apply the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsCapEx Pull-Forward Amount in such immediately succeeding Fiscal Year).

Capital Expenditures. Make (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or year of the Borrower (commencing with fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year 2000) the Borrower and its Subsidiaries, Subsidiaries may make Capital Expenditures so long as the amounts aggregate amount thereof does not exceed the amount set forth below opposite such fiscal quarter or fiscal yearyear below: Fiscal Year Ended March 31 Amount -------------- ------ 2000 $300,000 2001 $300,000 2002 $300,000 2003 $300,000 (b) Notwithstanding the foregoing, as in the case may be: provided, however, event that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in either or both of the two fiscal quarters immediately following such fiscal quarter, and any period (before giving effect to any increase in such event such additional Capital Expenditures shall reduce permitted expenditure amount pursuant to this clause (b)) is greater than the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make of such Capital Expenditures as are made by the Borrower and its Subsidiaries during such period, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in the next succeeding fiscal year; provided that in no event shall the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 6.07(a) and this Section 6.07(b) exceed 200% of the amount permitted to be made in such fiscal year pursuant to Section 6.07(a); and additional provided, further, however, to the extent unutilized Capital Expenditures that otherwise would have been are carried forward to the next succeeding year, any Capital Expenditure made in such succeeding fiscal year shall be applied first to the Capital Expenditures permitted to be made in the one fiscal quarter immediately following incurred during such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated year without giving effect to any fiscal quarter in the table set forth above which is Rollover Amount and Capital Expenditures carried forward to one year shall not expended in such fiscal quarter may be permitted to be carried over for expenditure during forward again. (c) Notwithstanding the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time that determination under the foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are utilized (or contractually committed to being utilized) to replace or restore any properties or assets in respect of which such proceeds were paid with Specified Proceeds (excluding, for within 180 days following the avoidance date of doubt, any Specified Proceeds that the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to Permitted Acquisitionsrepay Loans pursuant to Section 2.02(c).

Capital Expenditures. Make (a) Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures, except that (i) during the period from the Effective Date through and including December 31, 2006, the US Borrower and any of its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed $55,000,000 and (ii) during any fiscal year set forth in the table below, the US Borrower and any of its Subsidiaries may make Capital Expenditures, so long as the aggregate amount of such Capital Expenditures does not exceed in any fiscal quarter or year set forth below the sum of (A) the amount set forth opposite such fiscal year below plus (B) for each Acquired Business acquired after the Effective Date and prior to the first day of the respective fiscal year set forth below, 25% of the Acquired EBITDA of such Acquired Business for the trailing twelve months of such Acquired Business immediately preceding its acquisition for which financial statements for such Acquired Business have been made available to the US Borrower and the Lenders plus (C) for each Acquired Business acquired during the respective fiscal year, except the amount for Capital Expenditures not exceedingsuch Acquired Business specified in preceding clause (B) multiplied by a percentage, the numerator of which is the number of days in the aggregate for fiscal year after the Borrower date of the respective acquisition and its Subsidiaries, the amounts set forth below opposite such fiscal quarter denominator of which is 365 or fiscal year366, as the case may be: provided: (b) Notwithstanding the foregoing, however, in the event that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for permitted to be made by the period from the Closing Date through the end US Borrower and any of the current its Subsidiaries pursuant to clause (a) above in any fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period year set forth in the forecasts referenced in Section 5.05(f), the Borrower may, table above (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by the US Borrower and any of its Subsidiaries during such fiscal quarteryear, such excess (the “Rollover Amount”) may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years; provided that otherwise would have been permitted in no event shall the Rollover Amount available to be made utilized in either or both any succeeding fiscal year exceed 50% of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional applicable permitted scheduled Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like Expenditure amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10clause (a) above for the fiscal year by reference to which the Rollover Amount was determined. (c) Notwithstanding the foregoing, the US Borrower and any of its Subsidiaries may make additional Capital Expenditures at (which Capital Expenditures will not be included in any time determination under the foregoing clause (a)) with the Net Sale Proceeds of Asset Sales, to the extent such Net Sale Proceeds do not require, or result in, a mandatory repayment of Term Loans pursuant to Section 2.12(c) and such proceeds are reinvested as required by said Section 2.12(c), or with the Net Sale Proceeds of any sale, transfer or other disposition of assets that are paid with Specified Proceeds (excluding, would constitute an Asset Sale but for the avoidance applicability of doubtclause (g) of the definition of the term Asset Sale. (d) Notwithstanding the foregoing, the US Borrower and any Specified Proceeds that are applied to of its Wholly-Owned Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) constituting Permitted AcquisitionsAcquisitions effected in accordance with the requirements of Section 7.02(i).

Capital Expenditures. Make The Parent and the Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its Subsidiaries to make or incur (or commit to make or incur) any Capital Expenditure Expenditures, except Capital Expenditures of the Parent and its Subsidiaries in any fiscal quarter or fiscal year, except for Capital Expenditures year of the Borrower set forth below not exceedingin excess, in the aggregate for of the Borrower and its Subsidiaries, amount (the amounts "Maximum Amount") set forth below opposite such fiscal quarter or fiscal year, as : Fiscal Year Ending Closest to December 31 Maximum Amount 2000 $15,000,000 2001 $20,000,000 plus 2/3 of the case may be: provided, however, Retained Equity Proceeds not to exceed $76,000,000 2002 $20,000,000 plus 2/3 of the Retained Equity Proceeds not to exceed $84,000,000 provided that (Aa) so long as (1) no Default has occurred and is continuing or would result from up to $15,000,000 of any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to incurred during any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be year and not made in such fiscal year may be carried over and additional expended during the next succeeding fiscal year (it being understood and agreed that any Capital Expenditures that otherwise would have been made during such next succeeding fiscal year shall count, first, against the amount permitted to be carried over to such next succeeding fiscal year pursuant to this proviso and, second, against any amounts permitted to be made in the one during such next succeeding fiscal quarter immediately following such fiscal year; and (B) so long year as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter set forth in the table set forth above which is not expended in such above) and (b) the amount of Capital Expenditures permitted to be incurred during any fiscal quarter year may be carried over for expenditure during the next fiscal quarter. In addition increased to the foregoing Capital Expenditures, extent of the then available Retained Equity Proceeds and provided that no Default shall have occurred and be continuing Retained Offering Proceeds and the Borrower Borrower's Share of Excess Cash Flow. Any Permitted Acquisition that would otherwise constitute a Capital Expenditure in accordance with GAAP shall not be included in compliance on a Pro Forma Basis with all the computation of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional amount of Capital Expenditures at any time permitted under this Section 6.1(d). Upon the occurrence of a Permitted Acquisition (the Banks hereby agree that are paid with Specified Proceeds (excluding, the Maximum Amount for the avoidance fiscal year in which such Permitted Acquisition occurs (the "Subject Year") and each fiscal year thereafter will increase by $20,000 per store (net of doubtany stores scheduled to be closed as a result of such Permitted Acquisition) being acquired pursuant to such Permitted Acquisition, any Specified Proceeds that are applied with the amount of such increase for the Subject Year to Permitted Acquisitions)be proportionately decreased by multiplying such amount by a fraction where the numerator equals the remaining number of full months remaining in the Subject Year and the denominator is twelve.

Capital Expenditures. Make The Borrower will not, and will not permit any Subsidiary to, make, or commit to make by so designating in writing to the Administrative Agent, any Capital Expenditure in any fiscal quarter or fiscal yearunless such Capital Expenditure, except for together with all other such Capital Expenditures not exceeding, in the aggregate for made or so committed to be made by the Borrower and its SubsidiariesSubsidiaries in any Fiscal Year (without double-counting Capital Expenditures so committed to be made with such Capital Expenditures when actually made), the amounts set forth below opposite does not exceed $150,000,000 in such fiscal quarter or fiscal year, as the case may be: Fiscal Year; provided, however, that (Ai) so long as the aggregate amount of Investments in Special Entities (1other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)) no Default has occurred made by the Borrower and is continuing or would result from its Subsidiaries during any Fiscal Year will be deemed to be Capital Expenditures made in such Fiscal Year for the purposes of the annual limitation on Capital Expenditures provided in this Section 7.2.4 (without double-counting Investments made in Special Entities with Capital Expenditures made by such Special Entities with the proceeds of such Investments), (ii) with respect to any Investment in a Special Entity made after the Effective Date (other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)), (x) upon any return of cash in any Fiscal Year with respect to such Investment, an amount equal to the lesser of the return of cash with respect to such Investment and the initial amount of such Investment, in either case, less the cost of disposition of such Investment, shall be available for additional Investments and Capital Expenditures in such Fiscal Year in addition to the annual limitation set forth above and (y) if any such expenditureSpecial Entity subsequently becomes a Guarantor, the amount of any Investment not previously made available pursuant to clause (ii)(x) above in any Fiscal Year shall be available for additional Investments and Capital Expenditures in the Fiscal Year that such Special Entity becomes a Guarantor in addition to the annual limitation set forth above and (2iii) after giving effect to such expenditures, total the extent that Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter made or committed to be made pursuant to this Section 7.2.4 in any Fiscal Year are not more than 10% greater less than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been amount permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted committed to be made in such fiscal year Fiscal Year (including any carryforward), the amount of the difference, not to exceed $50,000,000, may be carried forward and used to make additional Capital Expenditures in subsequent Fiscal Years of the Borrower (it being understood that otherwise would have been permitted any Capital Expenditures made or committed to be made in any Fiscal Year shall first be applied to reduce any carryforward from a previous Fiscal Year); provided, further, however, that any Capital Expenditures made with the one fiscal quarter immediately following such fiscal yearproceeds of Subordinated Debt or with the proceeds of the issuance of Capital Stock (other than Disqualified Stock) shall be disregarded for purposes of the limitation on Capital Expenditures in this Section 7.2.4; and provided, further, however, that any Capital Expenditures made during any Fiscal Year that were counted for purposes of the annual limitation on Capital Expenditures for such Fiscal Year with respect to property that was subsequently sold by the Borrower or its Subsidiaries in an Asset Sale permitted by Section 7.2.15 and contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms pursuant to an operating lease (Bas determined under GAAP as of the date such lease is entered into) so long as no Default has occurred and is continuing or would result therefrom, any shall be added to the amount allocated to any fiscal quarter of Capital Expenditures which may otherwise be made in the table set forth above Fiscal Year in which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)sale occurred.

Capital Expenditures. Make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditures, except for Capital Expenditures not exceeding, in the aggregate for that: (a) the Borrower and its SubsidiariesRestricted Subsidiaries may make or commit to make Capital Expenditures not exceeding $175.0 million (the “Base Amount”) for each Fiscal Year; provided that for each Permitted Acquisition consummated in any Fiscal Year, the amounts set forth below opposite Base Amount for such fiscal quarter or fiscal year, as Fiscal Year (subject to the case may be: provided, however, that second proviso in this Section 6.14(a)) and for every Fiscal Year thereafter shall be increased by an amount equal to (i) the quotient obtained by dividing (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures made by the acquired entity or business for the 36-month period from immediately preceding the Closing Date through consummation of such Permitted Acquisition, by (B) three, or (ii) if the end information described in the foregoing clause (i)(A) is not available, 3.0% of cumulative sales over the immediately preceding 12 months of the current fiscal quarter are not more than 10% greater than acquired Person, division, line of business or other business unit, as determined in financial statements therefor prepared in accordance with the total projected Capital Expenditures for the same period standards set forth in the forecasts referenced Section 5.01(b) (in Section 5.05(f)either case, such amount, the Borrower may, in such fiscal quarter, make “Acquired Permitted Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the secondExpenditure Amount”); provided however that notwithstanding anything that, with respect to the contrary in the immediately preceding proviso, with regard to Fiscal Year during which any fiscal yearsuch Permitted Acquisition occurs, the Borrower may only make such amount of Capital Expenditures as are permitted under this Section 6.14 with respect to such Fiscal Year shall be made 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 and additional the denominator of which is 365 or 366, as applicable. (b) (i) For any Fiscal Year (commencing with the Fiscal Year ending December 31, 2009), the Base Amount applicable to such Fiscal Year may be increased for any such Fiscal Year by carrying over to any such Fiscal Year any portion of the Base Amount (without giving effect to any increase) not spent in the immediately preceding Fiscal Year, and that Capital Expenditures that otherwise would have been permitted in any Fiscal Year shall be deemed first made from the Base Amount applicable to be made such Fiscal Year in the one fiscal quarter immediately following such fiscal year; any given Fiscal Year and (Bii) so long as no Default has occurred and is continuing or would result therefrom, any an amount allocated equal to any fiscal quarter in not more than 50% of the table set forth above which is not expended in such fiscal quarter Base Amount for the next succeeding Fiscal Year may be carried over for expenditure during back to such Fiscal Year and utilized to make such Capital Expenditures in such Fiscal Year (it being understood and agreed that (x) no Base Amount may be carried back beyond the next fiscal quarter. In addition Fiscal Year immediately prior to the foregoing Capital Expenditures, Fiscal Year of such Base Amount and provided that no Default shall have occurred and be continuing and (y) the Borrower portion of any so carried-back Base Amount actually utilized in such Fiscal Year shall be deducted from the Base Amount in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsFiscal Year from which it was carried back).

Capital Expenditures. Make (a) VHS Holdco I will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures except in accordance with this Section 9.07. (b) Notwithstanding anything to the contrary contained in clause (a) above, during any fiscal quarter or fiscal yearperiod set forth below, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its SubsidiariesSubsidiaries may make Capital Expenditures in connection with their operations so long as the aggregate amount of such Capital Expenditures made in reliance on this Section 9.07(b) does not exceed in any fiscal year the sum of (i) $170,000,000 plus (ii) the Additional Capital Expenditures Amount for such period. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, and clause (d) below, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries pursuant to Section 9.07(b) during any fiscal year of VHS Holdco I is less than the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries during such fiscal year pursuant to such Section 9.07(b), the amounts set forth below opposite Borrower may carry forward 100% of the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to such fiscal quarter or Section 9.07(b) during such fiscal year, as the case may be: provided, however, that but not made during such fiscal year (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of the Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of by the two fiscal quarters immediately following Borrower and its Subsidiaries pursuant to Section 9.07(b) during such fiscal quarteryear but not made during such fiscal year being herein referred to as the “Unused Capital Expenditures Amount”), and to make Capital Expenditures in the next succeeding fiscal year (with the Unused Capital Expenditures Amount from any previous fiscal year being deemed to be utilized prior to any other amount Capital Expenditures otherwise permitted to be made under Section 9.07(b) in such event such succeeding fiscal year) but in no fiscal year thereafter and (ii) the Borrower may elect to make up to an additional $35,000,000 (the “CapEx Pull-Forward Amount”) of Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year; provided that the actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the Borrower may only make such amount of Capital Expenditures as that are permitted to be made in such the immediately succeeding fiscal year pursuant to Section 9.07(b). (d) Notwithstanding anything to the contrary contained in clauses (a), (b) and additional (c) above, and in addition to the Capital Expenditures that otherwise would have been permitted pursuant to the preceding clauses (a), (b) and (c), the Borrower and the Subsidiary Guarantors may make Capital Expenditures to finance projects which at the time the respective Capital Expenditures are made constitute Specified Construction Projects. The Borrower and the Subsidiary Guarantors shall also be permitted to be made make Capital Expenditures in connection with the one fiscal quarter immediately purchase of Real Property which at the time of such purchase the Borrower in good faith expects to designate as a Specified Construction Project within fifteen months following such fiscal year; and purchase. (Be) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital ExpendituresExpenditures permitted pursuant to the preceding clauses (b), (c) and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10(d), the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified as follows: (i) Capital Expenditures consisting of the reinvestment of Net Sale/Recovery Event Proceeds of asset sales (excluding, for exclusive of asset sales of the avoidance types described in clause (A) of doubt, any Specified Proceeds that are Section 4.02(e) other than those described in Section 9.02(ii)) or Recovery Events not required to be applied to Permitted Acquisitions).prepay the Loans and/or reduce Commitments pursuant to Section 4.02(e) as a result of clauses (B) and (C) contained therein, and (ii) Capital Expenditures made on any date so long as same do not exceed the Cumulative Credit as then in effect

Capital Expenditures. Make or commit to make any Capital Expenditure, Product Development Expenditure, Franchise Acquisition Expenditure in any fiscal quarter or fiscal yearNew Center Expenditures, except for (a) 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 SubsidiariesSubsidiaries in the ordinary course of business not exceeding $10,000,000 for each fiscal year of the Borrower, (b) Product Development Expenditures of the amounts set forth below opposite Borrower and its Subsidiaries not exceeding $7,500,000 for each fiscal year of the Borrower and (c) Franchise Acquisition Expenditures and New Center Expenditures of the Borrower and its Subsidiaries not exceeding $20,000,000 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 quarter or year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year) and any Capital Expenditures or Product Development Expenditures, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first next succeeding fiscal quarter year shall respectively be deemed made first in respect of such carried over amounts and then (ii) any such amount referred to the second); provided however that notwithstanding anything to the contrary in Section 7.7(c) above, if not so expended in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and for which it is continuing or would result therefrompermitted, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over in an amount not to exceed $5,000,000 for expenditure during in the next succeeding fiscal quarter. In addition to the foregoing Capital Expenditures, year (but solely in such immediately succeeding fiscal year) and provided that no Default shall have occurred any Franchise Acquisition Expenditures and be continuing and the Borrower New Center Expenditures in such next succeeding fiscal year shall be deemed made first in compliance on a Pro Forma Basis with all respect of such carried over amount. Notwithstanding the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may shall be permitted to make additional Capital Expenditures any Franchise Acquisition Expenditure and any New Center Expenditure without limitation on the amount of any Franchise Acquisition Expenditure or New Center Expenditure, individually or in the aggregate, in the event that, after giving effect to such Franchise Acquisition Expenditure or such New Center Expenditure on the date of such expenditure, (A) the Consolidated Leverage Ratio is within at any time that least 0.25% of the current prevailing Consolidated Leverage Ratio, (B) the Consolidated Leverage Ratio is equal or less than 3.25:1.00 as of the last day of the most recently completed period of four fiscal quarters for which financial statements are paid with Specified Proceeds available, and (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)C) availability under Section 2.4 hereof shall be at least $15,000,000.

Capital Expenditures. Make or become legally obligated to make (without duplication) any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or it Subsidiaries during each fiscal year, as the case may be: $130,000,000; provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefromfrom such expenditure, (a) up to 50% of any unused amount allocated to any fiscal quarter in the table set forth above which is above, if not expended in such the fiscal quarter year for which it is permitted above, may be carried over for expenditure during in the next following fiscal quarter. In addition year (such amount, the “CapEx Rollover Amount”); and provided, further, if a CapEx Rollover Amount is so carried over, it will be deemed used in the immediately succeeding fiscal year before the amount set forth opposite for such fiscal year above and (b) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.12 (including as a result of the foregoing Capital Expendituresapplication of any CapEx Rollover Amount) may be increased by an amount not to exceed $25,000,000 of the scheduled amount permitted for the immediately succeeding fiscal year (the “CapEx Pull-Forward Amount”), and provided that no Default the actual CapEx Pull-Forward Amount in respect of any such fiscal year shall have occurred and be continuing and the Borrower shall be in compliance reduce, on a Pro Forma Basis with all dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be made in the immediately succeeding fiscal year. (g) Section 7.15 of the covenants set forth Credit Agreement is hereby amended by deleting such Section in Section 7.10, its entirety and replacing it with the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).following:

Capital Expenditures. Make (a) VHS Holdco I will not, and will not permit any of its Subsidiaries to, make any Capital Expenditure Expenditures except in accordance with this Section 9.07. (b) Notwithstanding anything to the contrary contained in clause (a) above, during any fiscal quarter or fiscal yearperiod set forth below, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its SubsidiariesSubsidiaries may make Capital Expenditures in connection with their operations so long as the aggregate amount of such Capital Expenditures made in reliance on this Section 9.07(b) does not exceed in any fiscal year the sum of (i) $170,000,000 plus (ii) the Additional Capital Expenditures Amount for such period. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, and clause (d) below, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries pursuant to Section 9.07(b) during any fiscal year of VHS Holdco I is less than the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries during such fiscal year pursuant to such Section 9.07(b), the amounts set forth below opposite Borrower may carry forward 100% of the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to such fiscal quarter or Section 9.07(b) during such fiscal year, as the case may be: provided, however, that but not made during such fiscal year (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of the Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of by the two fiscal quarters immediately following Borrower and its Subsidiaries pursuant to Section 9.07(b) during such fiscal quarteryear but not made during such fiscal year being herein referred to as the “Unused Capital Expenditures Amount”), and to make Capital Expenditures in the next succeeding fiscal year (with the Unused Capital Expenditures Amount from any previous fiscal year being deemed to be utilized prior to any other amount Capital Expenditures otherwise permitted to be made under Section 9.07(b) in such event such succeeding fiscal year) but in no fiscal year thereafter and (ii) the Borrower may elect to make up to an additional $35,000,000 (the “CapEx Pull-Forward Amount”) of Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year; provided that the actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the Borrower may only make such amount of Capital Expenditures as that are permitted to be made in such the immediately succeeding fiscal year pursuant to Section 9.07(b). (d) Notwithstanding anything to the contrary contained in clauses (a), (b) and additional (c) above, and in addition to the Capital Expenditures that otherwise would have been permitted pursuant to the preceding clauses (a), (b) and (c), the Borrower and the Subsidiary Guarantors may make Capital Expenditures to finance projects which at the time the respective Capital Expenditures are made constitute Specified Construction Projects. The Borrower and the Subsidiary Guarantors shall also be permitted to be made make Capital Expenditures in connection with the one fiscal quarter immediately purchase of Real Property which at the time of such purchase the Borrower in good faith expects to designate as a Specified Construction Project within fifteen months following such fiscal year; and purchase. (Be) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital ExpendituresExpenditures permitted pursuant to the preceding clauses (b), (c) and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10(d), the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified as follows: (i) Capital Expenditures consisting of the reinvestment of Net Sale/Recovery Event Proceeds of asset sales (excluding, for exclusive of asset sales of the avoidance types described in clause (A) of doubt, any Specified Proceeds that are Section 4.02(e) other than those described in Section 9.02(ii)) or Recovery Events not required to be applied to Permitted Acquisitions).prepay the Loans and/or reduce Commitments pursuant to Section 4.02(e) as a result of clauses (B) and (C) contained therein, and

Capital Expenditures. Make any Capital Expenditure If the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA as demonstrated on a Compliance Certificate delivered in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: provided, however, that (Aaccordance with Section 11.4(e) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through at the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may is equal to or exceeds 2.50 to 1.00, the Borrower shall not and shall not permit any of its Subsidiaries to make additional Capital Expenditures during such fiscal year that exceed in the aggregate 6.5% of Consolidated Revenues for such fiscal year; provided that (i) to the extent that the full amount of Capital Expenditures permitted hereunder is not expended by the Borrower and its Subsidiaries in such fiscal year, such unexpended portion may be carried over and expended in the immediately following fiscal year only and (ii) such unexpended portion shall be deemed expended last in such immediately following fiscal year. For purposes of calculating the amount of Capital Expenditures permitted under this Section 12.11, there shall be deducted from the actual amount of Capital Expenditures for any fiscal year an amount equal to the greater of (a) $0 and (b) the aggregate amount of Net Cash Proceeds received by the Borrower and its Subsidiaries from the sale of assets pursuant to Section Section 12.5(c) and (d) during such fiscal year and all Capital Expenditures made with insurance or condemnation proceeds used to repair or replace the property damaged, destroyed or taken. If the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA as demonstrated on Compliance Certificates delivered in accordance with Section 11.4(e) at the end of any time fiscal year of the Borrower and its Subsidiaries is less than 2.50 to 1.00, then the Borrower and its Subsidiaries shall be permitted to make Capital Expenditures during such fiscal year without limitation, subject to the other provisions of this Agreement, provided that are paid with Specified Proceeds (excluding, for the avoidance of doubt, no such permitted Capital Expenditures may be carried over to any Specified Proceeds that are applied to Permitted Acquisitions)other fiscal year.

Capital Expenditures. Make (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditure Expenditures except Capital Expenditures in an aggregate amount not to exceed (x) $130,000,000 prior to the Bridge Loan Repayment Date and (y) $156,000,000 on and after the Bridge Loan Repayment Date, in each case in any fiscal quarter or fiscal yearFiscal Year; provided that, except for to the extent that the amount of Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. 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 amounts set forth below opposite amount of Capital Expenditures permitted under the preceding sentence applicable to each such fiscal quarter or fiscal year, as Fiscal Year shall be increased by an amount equal to 5% of the case may be: purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure Amount”); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from with respect to the Fiscal Year during which any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f)Permitted Acquisition occurs, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures permitted as a result of this sentence shall reduce be an amount equal to the amounts available 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 following fiscal quarters by a like amount Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding b) Notwithstanding anything to the contrary contained in the immediately preceding provisoclause (a) above, with regard to for any fiscal yearFiscal Year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence of clause (a) above) may be increased by an amount not to exceed (x) $10,000,000 in any Fiscal Year prior to the Bridge Loan Repayment Date and (y) $12,000,000 in any Fiscal Year on and after the Bridge Loan Repayment Date (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 one fiscal quarter immediately following such fiscal year; and succeeding Fiscal Year (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for apply the avoidance of doubt, any Specified Proceeds that are applied to Permitted AcquisitionsCapEx Pull-Forward Amount in such immediately succeeding Fiscal Year).

Capital Expenditures. Make or commit to make any Capital Expenditure in any fiscal quarter or fiscal yearExpenditure, except for except: (a) Capital Expenditures made on or after the Restatement Date relating to the construction of the Automatic Roll Changer System in an aggregate amount not exceedingto exceed $17,000,000; (b) Capital Expenditures made on or after the Restatement Date relating to the construction of the Allenport Cold Mill Improvements in an aggregate amount not to exceed $11,000,000; (c) To the extent the Coke Plant Joint Venture is not consummated, Capital Expenditures made on or after the Restatement Date relating to the Coke Facility Refurbishment Project in an aggregate amount not to exceed $69,000,000; and (d) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business and not exceeding $65,000,000 in the aggregate for any Fiscal Year (excluding, for purposes of calculating the Borrower aggregate Capital Expenditures permitted under this Section 6.7(d), those Capital Expenditures permitted pursuant to clauses (a), (b) and its Subsidiaries, the amounts set forth below opposite (c) above for such fiscal quarter or fiscal year, as the case may be: Fiscal Year); provided, however, that (Ai) up to 50% of such $65,000,000, if not so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth expended in the forecasts referenced in Section 5.05(f)Fiscal Year for which it is permitted, the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during in the next fiscal quarter. In addition succeeding Fiscal Year (but not further), (ii) Capital Expenditures made pursuant to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower this Section 6.7(d) during any Fiscal Year shall be deemed made, first, in compliance on a Pro Forma Basis with all respect of the covenants set forth $65,000,000 permitted for such Fiscal Year as provided above and, second, in Section 7.10, respect of amounts carried over from the Borrower prior Fiscal Year pursuant to clause (i) above and its Subsidiaries may make additional (iii) Capital Expenditures made with the proceeds of any asset dispositions or casualty events in accordance with Sections 1.3(c) and (e) shall not be counted in determining compliance with this Section 6.7. For greater certainty, it is agreed that Capital Expenditures for projects described in clauses (a), (b) and (c) above may be made under this Section 6.7(d) at any such time that are paid with Specified Proceeds as the amounts permitted under clauses (excludinga), for the avoidance of doubt(b) and (c) above, any Specified Proceeds that are applied to Permitted Acquisitions)as applicable, have been expended.

Capital Expenditures. Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Borrower shall not permit the aggregate amount of Capital Expenditures not exceeding, in by the aggregate Consolidated Group to exceed the Permitted Amount for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: any Fiscal Year; provided, however, the calculation of Capital Expenditures for purposes of this Section 7.3 shall not include (a) expenditures up to an aggregate amount of $300,000,000 during the term of this Agreement made to convert the capabilities of one processing plant from large bird processing to, or to include, small bird processing and/or build, acquire or renovate a new small bird processing plant and/or expand an existing plant or to acquire the Equity Interests of a Person that owns a small bird processing plant, in each case to the extent such conversion, construction, acquisition renovation and/or expansion is required to support an Obligor’s supply agreements with Chick-fil-A (Afor the avoidance of doubt, any such expenditures described in this clause (a) of Section 7.3 shall not be counted against the $25,000,000 limit referred to in clause (e) of the definition of “Permitted Acquisition” contained herein) and (b) other expenditures up to an aggregate amount of $25,000,000 during the term of this Agreement made in connection with Permitted Acquisitions; provided, further, that, so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and continuing, if the Borrower aggregate amount of Capital Expenditures for Borrower’s Fiscal Year ended in 2015 or during any Fiscal Year thereafter shall be in compliance on a Pro Forma Basis with all less than the Permitted Amount for such Fiscal Year, then the amount by which such Permitted Amount for such Fiscal Year exceeds the actual amount of such Capital Expenditures for such Fiscal Year (the covenants set forth in Section 7.10“Excess Amount”) shall be added to the amount of Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and, for purposes hereof, the Borrower and its Subsidiaries may make additional amount of Capital Expenditures at made during any time that are paid with Specified Proceeds (excluding, Fiscal Year shall be deemed to have been made first from the Permitted Amount for such Fiscal Year and last from the avoidance of doubt, Excess Amount from any Specified Proceeds that are applied to Permitted Acquisitions)previous Fiscal Year.

Capital Expenditures. Make For each fiscal quarter ending on or before the earlier of the date that the Blue Eagle Disposition is consummated and December 31, 2012, the Borrower shall not, and shall not permit any of its Subsidiaries to, make or become legally obligated to make (without duplication) any Capital Expenditure Expenditures, except for: (a) Capital Expenditures in the ordinary course of business, without limitation as to amount, during any fiscal quarter if the Borrowing Base Availability Percentage as of the end of the fiscal quarter immediately preceding such fiscal quarter is equal to or greater than the amount set forth in the table below for such immediately preceding fiscal year, except for Capital Expenditures quarter: ; (b) Oil and Gas CapEx in the ordinary course of business not exceeding, in the aggregate for the Borrower and its SubsidiariesSubsidiaries during any fiscal quarter, the amounts set forth below opposite Adjusted Permitted Oil and Gas CapEx Amount for such fiscal quarter or fiscal yearquarter, as the case may be: provided, however, that (A) so long as (1) no Default or Event of Default has occurred and is continuing or would result from any such expenditurecontinuing, (i) the Oil and Gas CapEx Rollover Amount, and (2) after giving effect to such expendituresif any, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during in the next following fiscal quarter and if any such Oil and Gas CapEx Rollover Amount is so carried over, it will be deemed used in such next following fiscal quarter before the Adjusted Permitted Oil and Gas CapEx Amount for such fiscal quarter; and (ii) for any fiscal quarter, the amount of Oil and Gas CapEx that would otherwise be permitted in such fiscal quarter pursuant to this Section 6.21(b) (including as a result of the carry-forward of any Oil and Gas CapEx Rollover Amount) may be increased by the Oil and Gas CapEx Pull-Back Amount; and (c) CapEx in the ordinary course of business for any individual fixed or capital asset or item of equipment with a purchase price not exceeding $2,000,000. In addition Notwithstanding anything to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants contrary set forth in this Agreement, in the event that the Blue Eagle Disposition is consummated prior to the end of any fiscal quarter in 2012, this Section 7.10, 6.21 shall terminate on such date. (k) Article VI of the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for Credit Agreement is hereby further amended by adding the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions).following new Section 6.22:

Capital Expenditures. Make Make, or permit any of its Subsidiaries to make, any Capital Expenditure in any fiscal quarter or fiscal year, except for Expenditures that would cause the aggregate of all such Capital Expenditures not exceeding, in the aggregate for made by the Borrower and its SubsidiariesSubsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal Year (which, the amounts set forth below opposite such fiscal quarter or fiscal year, as in the case may be: providedof the Fiscal Year ending December 31, however1996, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for shall mean the period from May 1, 1996 to December 31, 1996) plus the aggregate amount of capital contributions made after the First Closing Date through by the end Equity Investors and new third party equity investors in Parent in such Fiscal Year to the extent such amount was contributed to the Borrower or any of its Subsidiaries as a capital contribution in such Fiscal Year in accordance with the terms of the current fiscal quarter are not more than 10Loan Documents, (ii) 4% greater than of revenues for the total projected prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the first year of its operations, revenues for such Fiscal Year) of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and (iii) for any Fiscal Year after the Fiscal Year ending December 31, 1996, an amount equal to the lesser of $10,000,000 and the amount (if any) by which the amount of Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted to be made in the one fiscal quarter immediately following such fiscal year; and (Bpreceding Fiscal Year pursuant to this Schedule 5.02(q) so long as no Default has occurred and is continuing or would result therefrom, any exceeds the amount allocated to any fiscal quarter in the table set forth above which is not expended of Capital Expenditures actually made in such fiscal quarter immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, made by the Borrower and its Subsidiaries may make additional (x) during the period from the Second Closing Date to December 31, 1998, in an aggregate amount not to exceed $10,000,000 solely for management information system and point of sale projects of the type described in Schedule 5.02(q) hereto and (y) after the Second Closing Date, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 1997 and the Fiscal Year ending December 31, 1998, solely for purposes of making improvements to newly acquired or existing bowling centers, provided, further, that to the extent that any Capital Expenditures at any time that are paid with Specified Proceeds permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (excludingy) shall not have been so made, for such Capital Expenditures may be made in the avoidance of doubtFiscal Year ending December 31, any Specified Proceeds that are applied to Permitted Acquisitions)1998.

Capital Expenditures. 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 Capital Expenditures made by the Loan Parties and their Subsidiaries (other than Consolidated Ventures) in any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, Fiscal Year to exceed an amount equal to the sum of (i) $4.00 per ton of coal produced by the Loan Parties in the aggregate for the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case may be: Fiscal Year plus (ii) an additional $2.00 per ton of coal produced by any assets acquired in a Permitted Acquisition during such Fiscal Year (but excluding any royalty payments received related thereto); provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total the amount of Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both any Fiscal Year as provided above may be increased as follows: if the amount of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make such Capital Expenditures as are permitted to be made in such fiscal year and additional any Fiscal Year as provided above is greater than the amount of Capital Expenditures that otherwise would have been permitted to be actually made in such Fiscal Year (the one fiscal quarter immediately following amount by which such fiscal year; and permitted Capital Expenditures for such Fiscal Year exceeds the actual amount of Capital Expenditures for such Fiscal Year, the "Excess Amount"), then the Excess Amount (Bsuch amount, the "Carry-Over Amount") so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during forward to the next fiscal quartersucceeding Fiscal Year (the "Succeeding Fiscal Year"); provided, further, that the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried forward to another Fiscal Year. In addition Capital Expenditures made by the Loan Parties and their Subsidiaries (other than Consolidated Ventures) in any Fiscal Year shall be deemed to reduce (x) first, the foregoing Capital Expendituresamount provided for above for such Fiscal Year, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10(y) then, the Borrower and its Subsidiaries may make additional Capital Expenditures at any time that are paid with Specified Proceeds (excluding, for the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitions)Carry-Over Amount.

Capital Expenditures. Make (a) Holdings will not, and will not permit -------------------- any of its Subsidiaries to, make any Capital Expenditure in Expenditures, except that during any fiscal quarter or fiscal year, except for Capital Expenditures not exceeding, in the aggregate for year the Borrower and its Subsidiaries, the amounts set forth below opposite such fiscal quarter or fiscal year, as the case Subsidiaries may be: provided, however, that (A) make Capital Expenditures so long as (1) no Default has occurred and is continuing or would result from any the aggregate amount of such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for does not exceed $6,000,000. (b) Notwithstanding the period from foregoing, in the Closing Date through event that the end amount of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in either or both of the two fiscal quarters immediately following such fiscal quarter, and any period (before giving effect to any increase in such event such additional Capital Expenditures shall reduce permitted expenditure amount pursuant to this clause (b)) is greater than the amounts available in such following fiscal quarters by a like amount (allocated first to the first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in the immediately preceding proviso, with regard to any fiscal year, the Borrower may only make of such Capital Expenditures as are made by the Borrower and its Subsidiaries during such period, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years, provided that in no event shall the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) and this Section 8.08(b) exceed 125% of the amount permitted to be made in such fiscal year and additional Capital Expenditures that otherwise would have been permitted pursuant to be made in Section 8.08(a). (c) Notwithstanding the one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the table set forth above which is not expended in such fiscal quarter may be carried over for expenditure during the next fiscal quarter. In addition to the foregoing Capital Expenditures, and provided that no Default shall have occurred and be continuing and the Borrower shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the proceeds of Asset Sales to the extent such proceeds have not resulted in a reduction to the Total Revolving Loan Commitment pursuant to Section 3.03(c). (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of the receipt of such insurance proceeds to the extent such insurance proceeds have not resulted in a reduction to the Total Revolving Loan Commitment pursuant to Section 3.03(e). (e) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures at any time that are paid with Specified Proceeds in an aggregate amount equal to the Cumulative Income and Equity Amount at such time (excluding, for which Capital Expenditures will not be included in any determination under the avoidance of doubt, any Specified Proceeds that are applied to Permitted Acquisitionsforegoing clause (a)). (f) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) consisting of the establishment of and relocation the New Operating Facility, provided that the aggregate amount of -------- Capital Expenditures made pursuant to this Section 8.08(f) shall not exceed $7,500,000. (g) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) consisting of the establishment of and relocation to the New Distribution Center, provided that -------- the aggregate amount of Capital Expenditures made pursuant to this Section 8.08(g) shall not exceed $2,500,000.