Common use of Limitation on Capital Expenditures Clause in Contracts

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph (b) 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 (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures Expenditure in any Fiscal Year, except: : (a) Capital Expenditures made (of Borrower or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding the Applicable an amount equal to Consolidated EBITDA Amount of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Fifth Restated Credit Agreement with respect to Fiscal Year 2009 may be carried forward to Fiscal Year 2010), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); providedand (b) Capital Expenditures of Borrower and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such amounts referred Net Cash Proceeds are not required to abovebe applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made pursuant to this paragraph (bin accordance with Section 6.8(f) during any Fiscal Year shall not 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 (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, be Capital Expenditures to finance for the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) purposes of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP6.7.

Limitation on Capital Expenditures. (a) Make or commit to make any Capital Expenditures except: Expenditure (aexcluding (i) any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations, (ii) Development Participation Costs, (iii) after the Borrower has elected to capitalize Program Investments on its balance sheet, Program Investments, (iv) expenditures constituting the purchase price for acquisitions permitted under Section 7.8(j) and (v) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Eventpermitted by Section 7.7(c); (b) Capital Expenditures in any Fiscal Year to finance the acquisition), construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries except for expenditures in the ordinary course of business in an aggregate amount for any fiscal year not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year$25,000,000; provided, provided that (xi) any such amounts referred to above, amount permitted by this Section 7.7 if not so expended in the Fiscal Year fiscal year for which it is permitted, permitted may be carried over for expenditure in the next succeeding Fiscal Year following fiscal year, and (yii) Capital Expenditures made pursuant to this paragraph (bSection 7.7(a) during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year fiscal year as provided above and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause (xi) above; (cb) make or commit to make any Development Participation Costs except for Developmental Participation Costs in an aggregate amount for the extent Borrower and its Subsidiaries not exceeding $20,000,000 in each fiscal year; provided that no amounts under Section 7.7(a(i) and any such amount permitted by this paragraph (b) are available, if not so expended in the fiscal year for which it is permitted may be carried over for expenditure on Developmental Participation Costs in the next following fiscal year and (ii) Capital Expenditures made pursuant to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 7.7(b) 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 the contrary, and without utilization of any amounts described in paragraphs clause (ai) through above; or (c) Capital Expenditures made with the proceeds of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPany Reinvestment Deferred Amount.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: exceeding, in the aggregate, (a) Capital Expenditures made (or deemed made) with in the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the six-month period prior to aggregate if the relevant Reinvestment Event); Borrower enters into the TVN Agreement, and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures in any Fiscal Year permitted to finance the acquisition, construction or leasing of fixed or capital assets of be made by the Borrower and its Class I Restricted Subsidiaries in any fiscal year shall be increased by the ordinary course amount of business not exceeding Capital Expenditures that the Applicable Consolidated EBITDA Amount for Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such Fiscal Year; provided, year (the "Carryover --------- Amount") (it being understood that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (yi) Capital Expenditures made pursuant to this paragraph (b) during any Fiscal Year shall be deemed made, to ------ have been spent as follows: first, in respect of amounts permitted for such Fiscal Year as provided above and, attributable to the present fiscal ----- year and second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (x) above; (c) to the extent that no amounts under Section 7.7(a) any Carryover Amount and (bii) are availablethe Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion of the additional $8,000,000 that was available for Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount during such year but was not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (cutilized), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP.

Limitation on Capital Expenditures. (a) Make or commit to make any Capital Expenditures except: (a) Expenditure, except Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding for any fiscal year $25,000,000, provided that the Applicable Consolidated EBITDA Amount Subsidiaries shall not make Capital Expenditures for the development and construction of tower sites with respect to which written, binding and enforceable leases are not in effect between the Borrower or any of its Subsidiaries and at least one Anchor Tenant for such Fiscal Yeartower site in excess of $15,000,000 in the aggregate; provided, further, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) amount of Capital Expenditures made pursuant permitted in any fiscal year shall be increased by 100% of unused permitted Capital Expenditures for the immediately preceding fiscal year (less an amount equal to this paragraph any unused Capital Expenditures carried forward to such preceding year). (b) In addition to the Capital Expenditures permitted pursuant to paragraph (a) of this subsection 7.7, to the extent such proceeds are not otherwise utilized pursuant to subsection 7.8(o), the Subsidiaries may make additional Capital Expenditures (which shall not be counted in the limitations set forth in paragraph (a) of this subsection 7.7) consisting of (i) the investment of Net Cash Proceeds not required to be applied pursuant to subsection 2.9, including (A) with respect to the investment or proceeds of the insurance and condemnation proceeds not required to be applied pursuant to subsection 2.9 and (B) with respect to the investment of the proceeds of the sale of assets which are permitted pursuant to subsection 7.5 and (ii) the investment of Excess Cash Flow generated during any Fiscal Year shall be deemed madeprior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended June 30, first2000 but, in respect each case, including the retained portion of amounts permitted Excess Cash Flow for such Fiscal Year as provided above and, second, in respect of amounts carried over from only those periods where the prior Fiscal Year respective Excess Cash Flow payment has theretofore occurred) and not required to be applied pursuant to clause (x) above;subsection 2.9(c). (c) to Notwithstanding the extent that foregoing, in no amounts under Section 7.7(a) and (b) are available, event shall Capital Expenditures to finance be made by the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPBorrower.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures except: (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, make Consolidated Capital Expenditures in any fiscal year to the extent that the aggregate Consolidated Capital Expenditures of the Company and its Restricted Subsidiaries made in such fiscal year would exceed the following amounts (or deemed made) with the proceeds in each case their equivalents in other currencies): 2007 U.S.$115,000,000 or 13% of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event);Consolidated Gross Revenues for such fiscal year 2008 U.S.$120,000,000 or 12% of Consolidated Gross Revenues for such fiscal year 2009 U.S.$110,000,000 or 10% of Consolidated Gross Revenues for such fiscal year 2010 U.S.$110,000,000 or 9% of Consolidated Gross Revenues for such fiscal year 2011 and thereafter U.S.$95,000,000 or 8% of Consolidated Gross Revenues for such fiscal year. (b) Notwithstanding Section 3.5(a), the Company and its Restricted Subsidiaries shall be entitled to make the following Consolidated Capital Expenditures, which shall not be considered Consolidated Capital Expenditures subject to Section 3.5(a): (i) in any Fiscal Year an amount equal to finance the acquisition, construction or leasing of fixed or capital assets amount of the Borrower aggregate Net Cash Proceeds received by the Company or any Restricted Subsidiary after the Issue Date from any (1) contribution to the equity capital of the Company not representing an interest in Disqualified Capital Stock or that represents an issuance and its Class I Restricted Subsidiaries in sale of Qualified Capital Stock of the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph (b) during any Fiscal Year shall be deemed made, firstCompany, in respect of amounts permitted for such Fiscal Year as provided above each case, subsequent to the Issue Date and, secondin each case, in respect to the extent such Net Cash Proceeds are not required to be applied to the redemption of amounts carried over from the prior Fiscal Year pursuant to clause Notes and/or Second Lien Notes or (x) above; (c2) to the extent that no amounts otherwise permitted under this Indenture, Asset Sales by the Company or a Restricted Subsidiary of long-term assets (as determined in accordance with Mexican GAAP), Sale and Leaseback Transactions of the Company or a Restricted Subsidiary (whose lease obligations are Indebtedness permitted under Section 7.7(a3.4) or Incurrence of Indebtedness of the Company or a Restricted Subsidiary, provided that, in the case and at the time of such an Asset Sale, Sale and Leaseback Transaction or Incurrence of Indebtedness, no Material Default has occurred and is continuing; (bii) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not up to exceed the Applicable Amount at the time of, and immediately prior U.S.$15,000,000 per fiscal year to the making ofextent required as a result of a change in any concession, law or regulation that requires expenditures by the Company or any Restricted Subsidiary on a mandatory basis and for which the Company provides an Officers’ Certificate and reasonable supporting documentation evidencing such Capital Expenditure; provided that, immediately prior new requirement to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuingthe Trustee; and (diii) notwithstanding anything in this Section 7.7 any subsequent fiscal year in an amount equal to the contrarypercentage set forth in the following table of the maximum Consolidated Capital Expenditures permitted to be made in any prior fiscal year pursuant to Section 3.5(a) but not made during such year, which percentage is calculated based on the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of the Company as of the end of such prior fiscal year: > 4.0:1 0% >3.5 and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors ≤ 4.0:1 25% >3.0:1 and other digital cinema equipment from or with DCIP.≤ 3.5:1 50% ≤ 3.0:1 100%

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding exceeding: (i) for the Fiscal Year 2006, $160,000,000; and (ii) thereafter, the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph (b) 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 (x) above;; and (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: (a) Capital Expenditures made (expenditure in respect of the purchase or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing other acquisition of fixed or capital assets of the Borrower (excluding any such asset acquired in connection with replacement and its Class I Restricted Subsidiaries maintenance programs) except expenditures in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; providedexceeding, that (x) such amounts referred to above, if not so expended in the Fiscal Year aggregate for which it is permittedthe Borrowers during any fiscal year, an amount equal to the CapEx Limit, determined on a non-cumulative basis in accordance with GAAP; except that the unused amount of the CapEx Limit in any fiscal year may be carried over for expenditure and used in the next succeeding Fiscal Year fiscal year, provided that there shall be no carry over of such unused amount in any subsequent year and (y) provided further that for purposes of calculating the amount which may be carried over, all Capital Expenditures made pursuant for a fiscal year shall be first applied to the CapEx Limit for such year." 3. Except as expressly modified hereby, all the terms of and conditions of the Agreement shall remain in full force and effect. 4. Borrowers hereby represent and warrant that, AFTER GIVING EFFECT TO THE AMENDMENTS CONTAINED HEREIN, (a) execution, delivery and performance of this paragraph Amendment and any other documents and instruments required under this Amendment or the Agreement are within each of the Borrowers' powers, have been duly authorized, are not in contravention of law or the terms of each of the Borrowers' Articles of Incorporation or Bylaws or Articles of Organization or Operating Agreement, as applicable, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) during any Fiscal Year shall be deemed made, first, the representations and warranties of Borrowers set forth in respect Sections 7.1 through 7.17 and 7.19 through 7.23 of amounts permitted for such Fiscal Year the Agreement are true and correct in all material respects on and as provided above and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (x) above; date hereof with the same force and effect as if made on and as of the date hereof; (c) the representations and warranties of Borrowers set forth in Section 7.18 of the Agreement are true and correct in all material respects as of the date hereof with respect to the extent that no amounts under most recent financial statements furnished to the Bank by Borrowers in accordance with Section 7.7(a) 8.1 of the Agreement; and (bd) are availableno Event of Default, Capital Expenditures to finance or condition or event which, with the acquisitiongiving of notice or the running of time, construction or leasing of fixed or capital assets in both, would constitute an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have under the Agreement, has occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to is continuing as of the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPdate hereof.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: (Discretionary), except (a) Capital Expenditures made (or deemed madeDiscretionary) of Paragon and its Subsidiaries in any fiscal year which, when combined with the proceeds aggregate amount of any Reinvestment Deferred Amount Permitted Acquisitions made pursuant to Section 11.8(h) during such fiscal year (including excluding the aggregate amount of the Purchase Prices thereof which is made in the form of the consideration referred to in clause (b) of the definition of Purchase Price), shall not exceed $125,000,000; provided that (i) no -------- Default or Event of Default has occurred and is continuing (unless a binding commitment to make such Capital Expenditures made during the six-month period was entered into prior to the relevant Reinvestment Eventoccurrence of such Default or Event of Default); (b) , or would occur after giving effect to any such Capital Expenditures in (Discretionary); (ii) any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower amounts permitted herein for Capital Expenditures (Discretionary) during any fiscal year and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, permitted may be carried over for expenditure only in the next succeeding Fiscal Year and following fiscal year; (yiii) Capital Expenditures (Discretionary) made pursuant to this paragraph clause (ba) during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year the then-current fiscal year as provided above and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to subclause (ii) above and (iv) if the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter is less than 4.5 to 1.0 then the amount referred to above shall be increased to $200,000,000 (and if availability under this clause (xiv) above; (c) to is utilized the extent that no amounts under Section 7.7(aConsolidated Leverage Stepdown Ratio Date shall occur) and (b) are available, Capital Expenditures to finance made with the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization proceeds of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPReinvestment Deferred Amount.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures except: (a) Expenditure, except Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower Company and its Class I Restricted Subsidiaries in the ordinary course of business in an aggregate amount not exceeding (a) $120,000,000 in fiscal year 2000, (b) $25,000,000 in fiscal year 2001 and (c) for each fiscal year thereafter, the Applicable Consolidated EBITDA Amount for amount set forth below opposite such fiscal year: Fiscal YearYear Capital Expenditures ----------- -------------------- 2002 $25,000,000 2003 $25,000,000 2004 $35,000,000 2005 $35,000,000 2006 $35,000,000 ; provided, PROVIDED that (xi) up to 25% of any such amounts amount referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year fiscal year, (ii) up to 25% of the amount referred to above for any fiscal year AMENDMENT NO. 2 may be expended in the immediately prior fiscal year (but any amount so expended in any such prior fiscal year may not be expended in such fiscal year) and (yiii) Capital Expenditures made pursuant to this paragraph (b) Section during any Fiscal Year fiscal year shall be deemed made, firstFIRST, in respect of amounts permitted for such Fiscal Year fiscal year as provided above and, secondSECOND, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (xi) above; (c) ; and PROVIDED, FURTHER, that no more than 20% of Capital Expenditures in any fiscal year may be incurred for expenditures not related to the extent that no amounts under Section 7.7(a) Company's and (b) are availableits Subsidiaries' core CLEC access business as conducted as of the Closing Date and similar or related businesses. Notwithstanding the foregoing limitations, the Company and its Subsidiaries may make Capital Expenditures to finance with (i) the acquisitionproceeds of any Reinvestment Deferred Amount received in connection with a Recovery Event, construction or leasing of fixed or capital assets in an amount not to exceed (ii) the Applicable Available Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to any such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contraryis made, and without utilization of (iii) the proceeds from any amounts described in paragraphs (a) through (c) of this sale and leaseback transaction permitted by Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP6.10."

Limitation on Capital Expenditures. (a) Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: Expenditure (aexcluding (i) Capital Expenditures made any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations and (or deemed madeii) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (bdevelopment participation payments) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries except for expenditures in the ordinary course of business in an aggregate amount for any fiscal year not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) in the case of the 2003 fiscal year, $15,000,000, and in the case of each fiscal year thereafter, $20,000,000; provided that any such amounts referred to above, amount permitted by this paragraph (a) if not so expended in the Fiscal Year fiscal year for which it is permitted, permitted (or used in such year to make development participation payments as permitted by clause (iii) of paragraph (b) below) may be carried over for expenditure in the next succeeding Fiscal Year following fiscal year, and provided, further, that any amount so carried forward shall be deemed to be the amount expended first in the following fiscal year; or (yb) Capital Expenditures made pursuant make or commit to make any development participation payments except for developmental participation payments in an aggregate amount for the Borrowers and their Subsidiaries not exceeding $15,000,000 in each fiscal year; provided that (i) any such amount permitted by this paragraph (b) during if not so expended in the fiscal year for which it is permitted may be carried over for expenditure on developmental participation payments in the next following fiscal year, (ii) any Fiscal Year amount so carried forward shall be deemed madeto be the amount expended first on developmental participation payments in the following fiscal year and (iii) in addition to the foregoing, first, any amount 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 (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this permitted by paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPif not expended in the fiscal year for which it is permitted may be used to make development participation payments in such year.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise, excluding Permitted Acquisitions) any Capital Expenditures except: Expenditure, except (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower Company and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA aggregate amount in each period or fiscal year set forth below of the amount set forth below: Period Amount for such Fiscal Year------ ------ Closing Date to end of fiscal 1998 $ 25,000,000 1999 15,000,000 2000 15,000,000 2001 15,000,000 2002 15,000,000 2003 20,000,000 2004 20,000,000 2005 20,000,000 ; provided, that (xi) up to 25% of any such amounts amount referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and fiscal year, (yii) Capital Expenditures made pursuant to this paragraph clause (ba) during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year as provided carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above (any amount carried over from a preceding fiscal year and not made on the prior Fiscal Year succeeding year may not be carried over to a second succeeding year) and (iii) any amount referred to above shall be increased for such year by the amount of any cash payment received by the Company in such year in respect of any indemnity payment from Xxxxxx (pursuant to clause (x) above; (c) the indemnity provisions of the Purchase Agreement and which relate to the extent that no amounts under Section 7.7(aCompany's management and information systems) which the Company expends in connection with correcting any management and information systems deficiency during such year and (b) are available, Capital Expenditures to finance made with the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization proceeds of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPReinvestment Deferred Amount.

Limitation on Capital Expenditures. (a) Make or commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisitionExpenditure, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries except for expenditures in the ordinary course of business not exceeding exceeding, in the Applicable Consolidated EBITDA aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower set forth below (or, with respect to the first such fiscal year only, the period from the Closing Date to the end of such fiscal year) the amount set forth opposite such fiscal year below: Fiscal Year Amount ----------- ------ 1996 $ 14,000,000 1997 23,000,000 1998 and thereafter 20,000,000 ; provided that 100% of any amount not used in any fiscal year set forth above may be carried forward into the next succeeding fiscal year (and any amount allowed in the Existing Credit Agreement for fiscal year 1995 which was not used in fiscal year 1995 may be carried forward into fiscal year 1996) and Capital Expenditures in such next succeeding fiscal year shall be applied first to the amount carried forward into such next succeeding fiscal year before being applied to the yearly limit for such Fiscal Year; providednext succeeding fiscal year. (b) In addition to the Capital Expenditures permitted pursuant to paragraph (a) of this subsection 8.8, that to the extent such proceeds are not otherwise utilized pursuant to the last paragraph of subsection 8.9, the Borrower and its Subsidiaries may make additional Capital Expenditures (which shall not be counted in the limitations set forth in paragraph (a) of this subsection 8.8 but shall be counted in the limitation set forth in paragraph (c) of this subsection 8.8) as follows: (i) Capital Expenditures consisting of the investment of Net Cash Proceeds not required to be applied to prepay the Loans pursuant to subsection 2.12, including, (x) such amounts referred with respect to above, if the investment of proceeds of the insurance and condemnation proceeds not so expended in required to prepay the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year Loans pursuant to subsection 2.12 and (y) with respect to the investment of proceeds of the sale of assets which are permitted pursuant to subsection 8.6 and (ii) Capital Expenditures made consisting of the investment of Excess Cash Flow generated during prior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended in December 1995 but, in each case, including the retained portion of Excess Cash Flow for only those periods where the Excess Cash Flow payment has theretofore occurred) and not required to be applied to prepay the Loans pursuant to this paragraph (b) 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 (x) above;subsection 2.12. 104 99 (c) Notwithstanding the foregoing in no event shall Capital Expenditures (other than Capital Expenditures permitted pursuant to paragraph (d) below) for the Borrower and its Subsidiaries in the aggregate exceed $27,000,000 in any one fiscal year. (d) In addition to the extent that no amounts under Section 7.7(aCapital Expenditures permitted pursuant to paragraphs (a) and (b) are availableof this subsection 8.8, Capital Expenditures to finance Wire Technologies may purchase the acquisition, construction or real property which it is leasing of fixed or capital assets in an amount not to exceed under the Applicable Amount at the time of, and immediately prior Seller Leases pursuant to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph terms of the purchase options contained in the Seller Leases (c), no Default or Event of Default which purchases shall have occurred and not be continuing; and (d) notwithstanding anything counted in this Section 7.7 to the contrary, and without utilization of any amounts described limitations set forth in paragraphs (a), (b) through and (c) )), provided that the aggregate consideration for each such purchase shall not exceed the fair market value of this Section 7.7, purchases the respective property as determined in accordance with the applicable Seller Lease at the time of digital projectors and other digital cinema equipment from or with DCIPsuch purchase.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures except: (a) Expenditure, except Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower Company and its Class I Restricted Subsidiaries in the ordinary course of business in an aggregate amount not exceeding (a) $120,000,000 in fiscal year 2000, (b) $60,000,000 in fiscal year 2001 and (c) for each fiscal year thereafter, the Applicable Consolidated EBITDA Amount for amount set forth below opposite such Fiscal Yearfiscal year: 2002 $ 50,000,000 2003 $ 50,000,000 2004 $ 75,000,000 2005 $ 75,000,000 2006 $ 75,000,000 ; provided, provided that (xi) up to 25% of any such amounts amount referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year fiscal year, (ii) up to 25% of the amount referred to above for any fiscal year may be expended in the immediately prior fiscal year (but any amount so expended in any such prior fiscal year may not be expended in such fiscal year) and (yiii) Capital Expenditures made pursuant to this paragraph (b) Section during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year fiscal year as provided above and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (xi) above; (c) ; and provided, further, that no more than 20% of Capital Expenditures in any fiscal year may be incurred for expenditures not related to the extent that no amounts under Section 7.7(aCompany's and its Subsidiaries' core CLEC switched access business as conducted as of the Closing Date and similar or related businesses. Notwithstanding the foregoing limitations, the Company and its Subsidiaries may make Capital Expenditures with (i) the proceeds of any Reinvestment Deferred Amount received in connection with a Recovery Event and (bii) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Available Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to any such Capital Expenditure under this is made." 2.29. Section 7 of the Credit Agreement is hereby amended as follows: A. by inserting in the portion of the sentences immediately after paragraph (c)k) thereof, no Default immediately following each reference to "other Credit Documents" thereof, the parenthetical "(including, without limitation, all amounts of L/C Obligations, whether or Event not the beneficiaries of Default the then outstanding Letters of Credit shall have presented the documents required thereunder)" and B. by inserting the following new sentences at the end thereof: "With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred and be continuing; and (d) notwithstanding anything at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in this Section 7.7 a cash collateral account opened by the Administrative Agent an amount equal to the contraryaggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and without utilization the unused portion thereof after all such Letters of any amounts described Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other Obligations of the Borrower hereunder and under the other Credit Documents shall have been paid in paragraphs full, the balance, if any, in such cash collateral account shall be returned to the Borrower (a) through (c) of this Section 7.7, purchases of digital projectors and or such other digital cinema equipment from or with DCIPPerson as may be lawfully entitled thereto)."

Limitation on Capital Expenditures. Make or During a Covenant Testing Period, commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) excluding any expenses incurred in connection with the proceeds of normal replacement and maintenance programs properly charged to current operations and excluding any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment EventReinvested Amounts); (b) ; provided, that, SWI and its consolidated Subsidiaries may make Capital Expenditures in an amount not to exceed $20,000,000 in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Yearfiscal year; provided, that (x) such amounts referred to abovethat, if not so expended in the Fiscal Year for which it event the entire $20,000,000 is permittednot utilized in any fiscal year, one hundred percent (100%) of such unutilized portion may be carried over for expenditure in and expended during the next succeeding Fiscal Year fiscal year of the SWI (it being understood and (y) agreed that Capital Expenditures made pursuant to this paragraph (b) subsection during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year fiscal year as provided above andabove, and second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause the second proviso above), (x) above; (c) to commencing with the extent that no amounts fiscal year any acquisition permitted under Section 7.7(a7.10 (or other Investment constituting an acquisition of substantially all of the assets of any Person, or a division or line of business, or substantially all of the Capital Stock of any Person) is consummated, by an amount equal to 10% of EBITDA of any Person (or attributable to any such assets, division or line of business) acquired in connection with such acquisition or other transaction for the most recent four fiscal quarter period for which financial results are available preceding such acquisition or other transaction and (by) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph if (c), i) no Default or Event of Default shall have occurred and be continuing; and continuing at the time thereof or would result therefrom and (dii) notwithstanding anything after giving effect thereto on a Pro Forma Basis, SWI and its Subsidiaries would be in this compliance with the financial covenants set forth in Section 7.7 7, whether or not a Covenant Testing Period exists, additional Capital Expenditures up to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPAvailable Amount at such time.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: (aexcluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding exceeding, in the Applicable Consolidated EBITDA aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount for such Fiscal Year; Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (xi) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such amounts Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during such fiscal year (the amount of such excess being referred to aboveherein as the "Excess Amount"), if not so expended the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the Fiscal Year for which it is permitted, may be carried over for expenditure succeeding fiscal year (and only in such succeeding fiscal year) in an aggregate amount equal to the next succeeding Fiscal Year Excess Amount and (yii) Capital Expenditures made pursuant to this paragraph (b) subsection 6.8 during any Fiscal Year fiscal year shall be deemed made, made first, in respect of amounts permitted for such Fiscal Year fiscal year as provided above and, second, in respect of (without giving effect to amounts carried over from the prior Fiscal Year fiscal year pursuant to clause (xi) above; (c) to the extent that no amounts under Section 7.7(a) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (bi) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPabove.

Limitation on Capital Expenditures. Make or commit to make any The aggregate amount of Capital Expenditures exceptmade by the Obligors as a whole shall not exceed $13,000,000 in the aggregate for the fiscal year ended December 31, 2005 and shall not exceed $10,000,000 in the aggregate for the fiscal year ended December 31, 2006." In addition, the Purchaser hereby irrevocably waives any Default or Event of Default that may have occurred as a result of the Obligors having made Capital Expenditures for the fiscal year ended December 31, 2005 in excess of $10,000,000 in the aggregate, provided that the aggregate amount of Capital Expenditures of the Obligors for such fiscal year shall not have exceeded $13,000,000. (e) Section 6.7 of the Existing Note Purchase Agreement shall be amended by deleting the word "and" at the end of paragraph (c) thereof, deleting the period at the end of paragraph (d) thereof and inserting "; and" in lieu thereof, and inserting the following new paragraph (e) immediately following paragraph (d) thereof: (ai) investments by the Parent in the Capital Expenditures made Stock of the Company, (or deemed madeii) with intercompany loans by the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior Parent to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made Company pursuant to this paragraph the Amended and Restated Intercompany Loan Agreement dated as of July 1, 2005 between the Parent and the Company (bas from time to time amended, the "INTERCOMPANY LOAN AGREEMENT") 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 (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an aggregate principal amount not to exceed the Applicable Amount $125,000,000 at the any time ofoutstanding, and immediately prior (iii) intercompany loans by the Company to any or all of its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided, however, that the Parent and the Company hereby agree that (A) all Indebtedness and obligations incurred by the Obligors in connection with such intercompany loans made by the Parent or the Company (including, without limitation, the principal amount thereof, interest thereon (including without limitation interest accrued after the commencement of bankruptcy proceedings involving any of the Obligors, whether or not allowed as a claim in such proceeding), and all expenses, costs and other amounts owing in connection therewith) shall be subordinated and subject in right of payment to the making of, such Capital Expenditure; provided that, immediately prior payment in full in cash of all Indebtedness and obligations of the Obligors incurred pursuant to or in connection with this Agreement and after giving effect to such Capital Expenditure under this paragraph the other Transaction Documents (cthe "SENIOR DEBT"), (B) no payment in respect of such intercompany loans shall be made at any time when a Default or Event of Default shall have occurred and be continuing; and, and (C) any payment of any kind or character, whether in cash, property or securities, from any source whatsoever, made in violation of the terms hereof shall be held in trust for, and shall be immediately paid or delivered by the Obligors to the Purchaser or its representative or representatives, for application to the payment or prepayment of all Senior Debt remaining unpaid." (df) notwithstanding anything in this Section 7.7 7.1 of the Existing Note Purchase Agreement shall be amended by deleting the amount "$20,000,000" appearing therein and substituting therefor the amount "$40,000,000". (g) Section 7.2 of the Existing Note Purchase Agreement shall be amended by deleting the amount $15,000,000" appearing therein and substituting therefor the amount "$30,000,000". (h) Schedule I to the contrary, Existing Note Purchase Agreement shall be amended by deleting the amount "$15,000,000" in each place where it occurs therein and without utilization of any amounts described substituting therefor in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPeach such case the amount "$30,000,000".

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures except: (Discretionary), except (a) Capital Expenditures made (or deemed madeDiscretionary) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in any fiscal year which, when combined with the ordinary course aggregate amount of business Permitted Acquisitions made pursuant to Section 7.8(h) during such fiscal year (excluding the aggregate amount of the Purchase Prices thereof which is made in the form of the consideration referred to in clause (b) of the definition of Purchase Price), shall not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Yearexceed $125,000,000; provided, provided -------- that (xi) no Default or Event of Default has occurred and is continuing (unless a binding commitment to make such amounts referred Capital Expenditures was entered into prior to abovethe occurrence of such Default or Event of Default), if or would occur after giving effect to any such Capital Expenditures (Discretionary); (ii) any amount permitted herein for Capital Expenditures (Discretionary) during any fiscal year and not so expended in the Fiscal Year fiscal year for which it is permitted, permitted may be carried over for expenditure only in the next succeeding Fiscal Year and following fiscal year; (yiii) Capital Expenditures (Discretionary) made pursuant to this paragraph clause (ba) during any Fiscal Year fiscal year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year as provided carried over from the ----- prior fiscal year pursuant to subclause (ii) above and, second, in respect of ------ amounts carried over from permitted for the prior Fiscal Year pursuant then-current fiscal year as provided above and (iv) if the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter is less than 4.5 to 1.0 then the amount referred to above shall be increased to $200,000,000 (and if availability under this clause (xiv) above; (c) to is utilized the extent that no amounts under Section 7.7(aConsolidated Leverage Ratio Stepdown Date shall occur) and (b) are available, Capital Expenditures to finance made with the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization proceeds of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPReinvestment Deferred Amount.

Limitation on Capital Expenditures. Make or commit to make any Permit the aggregate amount of Capital Expenditures exceptmade in any period set forth below, to exceed the amount set forth opposite such period below: January 1, 2003 - December 31, 2003 $ 9.0 January 1, 2004 - December 31, 2004 $ 16.0 January 1, 2005 - December 31, 2005 $ 18.0 January 1, 2006 - December 31, 2006 $ 19.5 January 1, 2007 - December 31, 2007 $ 21.0 January 1, 2008 - December 31, 2008 $ 22.5 January 1, 2009 - Term Loan Maturity Date $ 24.0 ; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year commencing with the Borrower’s fiscal year ending December 31, 2004 shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.08(d) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount (without giving effect to clause (z) below) may be added to the amount of Capital Expenditures permitted under this Section 6.08(d) for the immediately succeeding (but not any other) fiscal year, (y) in determining whether any amount is available for carryover, 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 carryover) and (z) the amount set forth in the table above for any period may be increased by the amount of Net Cash Proceeds of Excluded Issuances designated for Capital Expenditures for such period during such period.” (n) Section 6.13(a) of the Credit Agreement is deleted in its entirety and replaced with the following: (a) Capital Expenditures made With respect to Holdings, engage in any business activities or have any assets or liabilities, other than (or deemed madei) its ownership of the Equity Interests of Borrower, (ii) obligations under the Loan Documents and its limited partnership agreement, as in effect on the date of this Amendment and as hereafter amended in accordance with Section 6.09, (iii) the proceeds issuance of any Reinvestment Deferred Amount Holdings Employee Notes, if any, and (including Capital Expenditures made during the six-month period prior iv) activities and assets incidental to the relevant Reinvestment Event); foregoing clauses (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph (b) 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 (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (ai) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPiii).”

Limitation on Capital Expenditures. (a) Make or commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries Expenditure except for expenditures in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; providedexceeding, that (x) such amounts referred to above, if not so expended in the aggregate for US Borrower and its Subsidiaries during any of the fiscal years of US Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year for which it is permitted, Amount ----------- ------ 1997 $115,000,000 1998 $100,000,000 1999 and thereafter $90,000,000 ; provided that 100% of any amount not used in any fiscal year may be carried over for expenditure in forward only into the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph fiscal year; (b) during any Fiscal Year shall be deemed made, first, in respect of amounts In addition to the Capital Expenditures permitted for such Fiscal Year as provided above and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause paragraph (xa) above;of this subsection 8.8, the US Borrower may spend additional Capital Expenditures (which shall not be counted in the limitations set forth such paragraph) of $16,000,000 to build a new facility in the United States of America. (c) In addition to the extent that no amounts under Section 7.7(aCapital Expenditures permitted pursuant to paragraphs (a) and (b) of this subsection 8.8, to the extent such proceeds are availablenot otherwise utilized pursuant to the last paragraph of subsection 8.9 or 8.9(k), US Borrower and its Subsidiaries may make additional Capital Expenditures to finance (which shall not be counted in the acquisition, construction or leasing of fixed or capital assets limitations set forth in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c)a) of this subsection 8.8) consisting of the investment of Excess Cash Flow generated during prior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended in December 1997 but, no Default or Event in each case, including the retained portion of Default shall have occurred Excess Cash Flow for only those periods where the respective Excess Cash Flow payment has theretofore occurred) and not required to be continuing; andapplied to prepay the Term Loans pursuant to subsection 2.10. (d) notwithstanding anything Notwithstanding the foregoing, in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIPno event shall Capital Expenditures be made by Holdings.