Common use of Maximum Capital Expenditures Clause in Contracts

Maximum Capital Expenditures. The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.

Maximum Capital Expenditures. The Parent Make or commit to make, or allow any of its Subsidiaries to make or commit to make, Capital Expenditures exceeding, in the aggregate for each Fiscal Year until the Termination Date, the greater of (A) EBITDA for such Fiscal Year, less the sum of (I) cash interest expense for such Fiscal Year, plus (II) amounts paid under Section 2.03 and all principal payments under the GECC Capital Lease and the Borrower will, and will cause each Consolidated Subsidiary to, not make NTFC Capital Lease (a) during Fiscal Year 2002 (for purposes of calculating the maximum Capital Expenditures on a consolidated basis that exceed for Fiscal Year 2003) or (b) during Fiscal Year 2004 or the applicable Fiscal Year thereafter (for purposes of calculating the maximum Capital Expenditures for Fiscal Year 2004 or the applicable succeeding Fiscal Year, as the case may be), or (B) $10,000,000 for Fiscal Year 2003 and $15,000,000 for each Fiscal Year thereafter. For purposes of calculating maximum Capital Expenditures, the amount calculated in item (II) above shall be deemed not to have exceeded $20,000,000 for Fiscal Year 2004 and shall be deemed not to have exceeded $30,000,000 for Fiscal Year 2005. Compliance with this Section 5.02(q)(i) shall be measured at the end of each Fiscal Year, commencing with Fiscal Year 2003. To the extent the Borrower’s actual Capital Expenditures for any Fiscal Year are less than the maximum Capital Expenditures for such Fiscal Year computed as aforesaid, the Borrower may increase Capital Expenditures for the subsequent Fiscal Year by an amount equal to the amount by which such maximum Capital Expenditures exceed such actual Capital Expenditures, but not by an amount which exceeds $5,000,000. For the purposes of this Section 5.02(q)(i) only, Capital Expenditures shall not include the Contingent Payments and any payment made in respect of that certain litigation arising from or in relating in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything way to the contraryuse of rights of way granted to the Borrower by Mississippi Power Company; provided, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) that, to the extent that the aggregate amount of Capital Expenditures payment made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount respect of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount litigation is equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expendituresgreater than $5,000,000, the Borrower shall deliver to the Agent prior to the payment thereof, a certificate statement that the Borrower will have not less than $11,500,000 in cash and Cash Equivalents (excluding any insurance proceeds deposited with the Collateral Agent as described in clause (C) of a the proviso in the definition of “Extraordinary Receipts”) after making such payment, certified by the Chief Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresParent.

Maximum Capital Expenditures. The Parent Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by the Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 Restricted Subsidiaries in any fiscal year commencing with the fiscal year ending December 31, 2010 to exceed $185,000,000; provided that up to an aggregate amount of $65.0 million of Capital Expenditures made by the Borrower and the Restricted Subsidiaries for improving worker safety conditions related to Orca infrastructure spending (the “Base Capital Expenditure AmountOrca Infrastructure CapEx”) incurred on or after January 1, 2012 shall be excluded for purposes of determining compliance with this Section 7.11(c). Notwithstanding anything to the contrarycontrary contained in clause (c)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal years, year (with such Rollover Amount deemed utilized first in such succeeding year); provided that any Orca Infrastructure CapEx made prior to January 1, 2012 shall be excluded from the aggregate amount of Capital Expenditures made in a given fiscal year for purposes of determining the Rollover Amount and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.11(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed $25,000,000 (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 are permitted to be applied to make made in the immediately succeeding fiscal year; provided that any CapEx Pull-Forward Amount in respect of the Borrower’s fiscal year ending December 31, 2012 shall not reduce the amount of Capital Expenditures that are permitted to be made in the Borrower’s fiscal year ending December 31, 2013. In addition to the Capital Expenditures permitted pursuant to this clause the preceding paragraphs (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year and (without giving effect to any prior adjustmentsii), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount at any time in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.11(c)(iii).

Maximum Capital Expenditures. The Parent Make or commit to make, or allow any of its Subsidiaries to make or commit to make, Capital Expenditures exceeding, in the aggregate for each Fiscal Year until the Termination Date, the greater of (A) EBITDA for such Fiscal Year, less the sum of (I) cash interest expense for such Fiscal Year, plus (II) amounts paid under Section 2.03 and all principal payments under the GECC Capital Lease and the Borrower will, and will cause each Consolidated Subsidiary to, not make NTFC Capital Lease (a) during Fiscal Year 2002 (for purposes of calculating the maximum Capital Expenditures on a consolidated basis that exceed for Fiscal Year 2003) or (b) during Fiscal Year 2004 or the applicable Fiscal Year thereafter (for purposes of calculating the maximum Capital Expenditures for Fiscal Year 2004 or the applicable succeeding Fiscal Year, as the case may be), or (B) $10,000,000 for Fiscal Year 2003 and $15,000,000 for each Fiscal Year thereafter. For purposes of calculating maximum Capital Expenditures, the amount calculated in item (II) above shall be deemed not to have exceeded $20,000,000 for Fiscal Year 2004 and shall be deemed not to have exceeded $30,000,000 for Fiscal Year 2005. Compliance with this Section 5.02(q)(i) shall be measured at the end of each Fiscal Year, commencing with Fiscal Year 2003. To the extent the Borrower’s actual Capital Expenditures for any Fiscal Year are less than the maximum Capital Expenditures for such Fiscal Year computed as aforesaid, the Borrower may increase Capital Expenditures for the subsequent Fiscal Year by an amount equal to the amount by which such maximum Capital Expenditures exceed such actual Capital Expenditures, but not by an amount which exceeds $5,000,000. For the purposes of this Section 5.02(q)(i) only, Capital Expenditures shall not include the Contingent Payments and any payment made in respect of that certain litigation arising from or in relating in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything way to the contraryuse of rights of way granted to the Borrower by Mississippi Power Company; provided, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) that, to the extent that the aggregate amount of Capital Expenditures any such payment made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount respect of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount litigation is equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expendituresgreater than $5,000,000, the Borrower shall deliver to the Agent prior to the payment thereof, a certificate statement that the Borrower will have not less than $11,500,000 in cash and Cash Equivalents (excluding any insurance proceeds deposited with the Collateral Agent as described in clause (C) of a the proviso in the definition of “Extraordinary Receipts”) after making such payment, certified by the Chief Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresParent.

Maximum Capital Expenditures. The Parent and the Borrower Borrowers will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower Borrowers shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.

Maximum Capital Expenditures. (i) The Parent Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by the Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 Restricted Subsidiaries in any fiscal year commencing with the fiscal year ending December 31, 2010 to exceed $185,000,000 in any fiscal year; provided that up to an aggregate amount of $65.0 million of Capital Expenditures made by the Borrower and the Restricted Subsidiaries for improving worker safety conditions related to Orca infrastructure spending (the “Base Capital Expenditure AmountOrca Infrastructure CapEx”) incurred on or after January 1, 2012 shall be excluded for purposes of determining compliance with this Section 7.11(c). . (ii) Notwithstanding anything to the contrarycontrary contained in clause (c)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediatelyany succeeding fiscal years, year (with such Rollover Amount deemed utilized first in such succeeding year); provided that any Orca Infrastructure CapEx made prior to January 1, 2012 shall be excluded from the aggregate amount of Capital Expenditures made in a given fiscal year for purposes of determining the Rollover Amount and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.11(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed $25,000,000 (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 are permitted to be applied to make made in the immediately succeeding fiscal year; provided that any CapEx Pull-Forward Amount in respect of the Borrower’s fiscal year ending December 31, 2012 shall not reduce the amount of Capital Expenditures that are permitted to be made in the Borrower’s fiscal year ending December 31, 2013. (iii) In addition to the Capital Expenditures permitted pursuant to this clause the preceding paragraphs (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year and (without giving effect to any prior adjustmentsii), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount at any time in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.11(c)(iii).

Maximum Capital Expenditures. The Parent (a) Holdings and the Borrower willBorrowers will not, and will cause each Consolidated Subsidiary not permit any of their Subsidiaries to, not make any Capital Expenditures, except that the US Borrower and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of such Capital Expenditures does not exceed $30,000,000 15,000,000 in any fiscal year (the “Base Capital Expenditure Amount”)year. Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to To the extent that the aggregate amount of Capital Expenditures (other than those described in clause (b) below) made by the Parent US Borrower and its Consolidated Subsidiaries during any year period set forth in any fiscal year the next preceding sentence is less than the Base Capital Expenditure Amount, amount applicable to the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such respective fiscal year set forth in such sentence (without giving effect to any prior adjustmentsincrease in such amount as provided below in this clause (a)), the lesser of (x) such unused amount and (y) $7,500,000 (such lesser amount, the "Rollover Amount") may be carried forward and utilized by the US Borrower and its Subsidiaries to make additional Capital Expenditures 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, and provided further, that Capital Expenditures made during any fiscal year shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such fiscal year. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 8.07, the US Borrower and its Subsidiaries may make Capital Expenditures (i) with the proceeds of an equity issuance, to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(c), not applied to make a Permitted Acquisition, not applied to pay a Dividend under Section 8.03(iv) and not applied to make a permitted investment pursuant to Section 8.05(xviii), (ii) if no Default or Event with the proceeds of Default has occurred and is continuingAsset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(e), or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures (iii) to the extent that any Permitted Acquisition in accordance with Section 7.14 constitutes a Capital Expenditure, (iv) with the amount proceeds of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal yearsRecovery Events, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures (v) required pursuant to this clause Section 7.06 and (iivi) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the then Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresRetained ECF Amount.

Maximum Capital Expenditures. The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that Permit the aggregate amount of all Capital Expenditures made by the Parent Borrower and its Consolidated Subsidiaries in any Subsidiaries, determined as at the end of each fiscal year is less set forth below, to be greater than the Base Capital Expenditure Amountamount set forth opposite such fiscal year: ; provided, the amount of such difference that (i) anyBorrower may be carried forward and used to make Capital Expenditures made in succeeding such fiscal years, provided that in any fiscal year using Specified Equity Proceeds and such Capital Expenditures shall not count towards the cap permitted for such year, as set forth in the amount above tablefor fiscal year 2021; provided, further, that all such exclusions permitted to be applied to make Capital Expenditures pursuant to under this clause (i) shall not exceed $75,000,000 in no event exceed an the aggregate during the term of this Agreement; and (ii) if the amount equal to 75% of the unused portion Capital Expenditures permitted to be made in any fiscal year, as set forth in the above table, is greater thanBorrower may carry forward from fiscal year 2021 to fiscal year 2022 (but not to any fiscal year thereafter), the sum of (x) amount by which the covenant amount set for the above for fiscal year 2021 exceeded the amount of the Base Capital Expenditure Amount Expenditures actually made in such fiscal year (the amount by which such permitted amount of Capital Expenditures for such fiscal year (without giving effect other than any Capital Expenditures made in such fiscal year using Specified Equity Proceeds to any prior adjustmentsthe extent permitted to be excluded pursuant to clause (i) hereof) exceedsplus (y) the amount of Capital Expenditures actually made for suchin fiscal year, the “Excess Amount”), then 100% of such Excess Amount (the “ 2021 using Specified Equity Proceeds, in an aggregate amount not to exceed $75,000,000 (the sum of clauses (x) and (y), the “2021 Carry-Over Amount”) may be carried forward to the next succeeding, which 2021 Carry-Over Amount shall not count towards the cap set forth for Ffiscal Yyear (the “Succeeding Fiscal Year”), so long as 2022 in table above (for the avoidance of doubt, the 2021 Carry-Over Amount equals $113,000,000); (i) such Specified Equity Proceeds are received by the Borrower in either fiscal year 2022 or fiscal year 2023, (ii) if such Capital Expenditures are made in either fiscal year 2022 or fiscal year 2023 (but not in any fiscal year thereafter), (iii) no Default or Event of Default has shall have occurred and is continuing, be continuing or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent therefrom; provided further that the amount of such excess is deducted from the Base Capital Expenditure Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in succeeding fiscal years, provided that in any fiscal year, Fiscal Year until the amount permitted above to be applied expended in such Fiscal Year has first been used in full and the Carry-Over Amount applicable to make Capital Expenditures pursuant a particular Succeeding Fiscal Year may not be carried forward to this clause another fiscal year., and (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iiiiv) the Base Capital Expenditure Amount aggregate amount such Specified Equity Proceeds shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresnot exceed $400,000,000.

Maximum Capital Expenditures. The Parent (i) Holdings and the Borrower will, shall not and will cause each Consolidated Subsidiary to, shall not permit the Restricted Subsidiaries to make any Capital Expenditures on a consolidated basis that exceed $30,000,000 would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries (x) in any fiscal year commencing with the fiscal year ending December 31, 2010 through the fiscal year ending December 31, 2014 to exceed $60,000,000 and (the “Base Capital Expenditure Amount”). y) in any fiscal year thereafter, to exceed $25,000,000. (ii) Notwithstanding anything to the contrarycontrary contained in clause (c)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Parent and its Consolidated Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (c)(i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal years, provided that year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be applied made in the immediately succeeding fiscal year. (iii) Notwithstanding anything to make Capital Expenditures pursuant to this the contrary contained in clause (ic)(i) and (ii) above, in any year in which a Permitted Acquisition is made and in each subsequent year, the annual Capital Expenditure limit set forth in clause (c)(i) above shall in no event exceed be increased by an amount equal to 75the greater of (x) the average amount of annual Capital Expenditures made by the target entity or target line of business during the immediately preceding three-year period prior to such acquisition (or such shorter period if the target does not have three years of operations) and (y) 3.5% of the unused portion of total assets acquired in such acquisition. (iv) In addition to the Base Capital Expenditure Amount for such fiscal year Expenditures permitted pursuant to the preceding paragraphs (without giving effect to any prior adjustments), i) (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto(iii), the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures in an amount not to exceed the aggregate amount of contributions to the common capital of the Borrower (other than from a Restricted Subsidiary) received in cash and Cash Equivalents after the Amendment No. 5 Effective Date (other than from a Specified Equity Contribution) to the extent such contributions are designated by the Borrower to be used for Capital Expenditures (the “Designated CapEx Contributions”) in a notice to the Administrative Agent; provided that the amount of such excess is deducted from Designated CapEx Contributions shall not increase Consolidated EBITDA and the Base Capital Expenditure Amount in succeeding fiscal years, provided that in proceeds thereof may not be used for any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such purpose other than making Capital Expenditures.

Maximum Capital Expenditures. The Parent (a) Holdings and the Borrower willwill not, and will cause each Consolidated Subsidiary not permit any of their Subsidiaries to, not make any Capital Expenditures, except that during any fiscal year set forth below (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of such Capital Expenditures does not exceed $30,000,000 in any fiscal year (set forth below the “Base Capital Expenditure Amount”). Notwithstanding anything to the contraryamount set forth opposite such fiscal period below: FISCAL YEAR ENDING ON OR ABOUT AMOUNT ------------------------------ ------ June 30, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to 2001 $30,000,000 June 30, 2002 $30,000,000 June 30, 2003 $25,000,000 June 30, 2004 $22,500,000 June 30, 2005 $22,500,000 June 30, 2006 $22,500,000 June 30, 2007 $22,500,000 June 30, 2008 $22,500,000 To the extent that the aggregate amount of Capital Expenditures (other than those described in clause (b) below) made by the Parent Borrower and its Consolidated Subsidiaries in during any fiscal year period set forth in the table above is less than the Base Capital Expenditure Amount, amount applicable to the amount of such difference may be carried forward and used to make Capital Expenditures respective fiscal period set forth in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year table above (without giving effect to any prior adjustmentsincrease in such amount as provided below in this clause (a)), such unused amount (the "Rollover Amount") may be carried forward and utilized by the Borrower and its Subsidiaries to make additional Capital Expenditures in the immediately succeeding fiscal period, PROVIDED that no amount once carried forward to the next fiscal period may be carried forward to a fiscal period thereafter, and provided further, that Capital Expenditures made during any fiscal period shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such fiscal period. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 8.07, the Borrower and its Subsidiaries may make Capital Expenditures (i) with the proceeds of an equity issuance, to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(d), not applied to make a Permitted Acquisition and not applied to make a permitted investment pursuant to Section 8.05(xix), (ii) if no Default or Event with the proceeds of Default has occurred and is continuingAsset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(f), or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures (iii) to the extent that any Permitted Acquisition in accordance with Section 7.14 constitutes a Capital Expenditure, (iv) with the amount proceeds of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal yearsRecovery Events, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures (v) required pursuant to this clause Section 7.06 and (iivi) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the then Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresRetained ECF Amount.

Maximum Capital Expenditures. The Parent Holdings and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis during the following periods that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount the amounts set forth opposite each of such periods: Period Maximum Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amountper Period Fiscal Year 2008 $ 65,000,000 Fiscal Year 2009 $ 60,000,000 Fiscal Year 2010 $ 70,000,000 Fiscal Year 2011 $ 80,000,000 Fiscal Year 2012 $ 90,000,000 Fiscal Year 2013 $ 95,000,000 provided, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal yearshowever, provided that in any fiscal yearthat, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess Capital Expenditures made by Holdings and its Subsidiaries during any Fiscal Year is deducted from less than the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be applied carried forward and utilized by Holdings and its Subsidiaries to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that, for purposes of measuring compliance herewith, the amount carried over shall be deemed to be the last amount spent on Capital Expenditures in that succeeding year. Notwithstanding anything to the contrary with respect to any Fiscal Year 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 Amount”); provided, however, with respect to the Fiscal Year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this sentence shall be 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 after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. Notwithstanding anything to the contrary contained above, for any Fiscal Year, the amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this clause (iia) shall (including as a result of the carry-forward described in no event exceed the proviso to the first sentence of the proviso above) may be increased by an amount equal not to 25% exceed $5,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount such Fiscal Year shall exclude any Capital Expenditures that are funded with the Available Credits; provided thatreduce, at the time of such Capital Expenditureson a dollar-for-dollar basis, the Borrower shall deliver a certificate of a Financial Officer stating the portion amount of Capital Expenditures that is being would have been permitted to be made from in the Available Credit, immediately succeeding Fiscal Year (provided that Holdings and setting forth a calculation of its Subsidiaries may apply the Available Credit CapEx Pull-Forward Amount in such immediately before and immediately after such Capital Expendituressucceeding Fiscal Year).

Maximum Capital Expenditures. The Parent (a) Holdings and the Borrower willwill not, and will cause each Consolidated Subsidiary not permit any of their Subsidiaries to, not make any Capital Expenditures, except that during any fiscal period set forth below (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of such Capital Expenditures does not exceed $30,000,000 in any fiscal year (period set forth below the “Base Capital Expenditure Amount”). Notwithstanding anything to the contraryamount set forth opposite such fiscal period below: May 1, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to 2004 through December 31, 2004 $ 32,500,000 Fiscal Year ending December 31, 2005 $ 47,500,000 Fiscal Year ending December 31, 2006 $ 47,500,000 Fiscal Year ending December 31, 2007 $ 47,500,000 Fiscal Year ending December 31, 2008 $ 47,500,000 To the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated Subsidiaries in during any fiscal year period set forth in the table above is less than the Base Capital Expenditure Amount, amount applicable to the amount of such difference may be carried forward and used to make Capital Expenditures respective fiscal period set forth in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year table above (without giving effect to any prior adjustmentsincrease in such amount as provided below in this clause (a)), such unused amount (the “Rollover Amount”) may be carried forward and utilized by the Borrower and its Subsidiaries to make additional Capital Expenditures in the immediately succeeding fiscal period, provided that no amount once carried forward to the next fiscal period may be carried forward to a fiscal period thereafter, and provided, further, that Capital Expenditures made during any fiscal period shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such fiscal period. Notwithstanding anything to the contrary contained in this Section 9.07, the amount of all cash Capital Expenditures incurred during any fiscal period set forth in the table above in connection with the purchase of capital assets which are subsequently sold during such period shall be excluded from the calculation of Capital Expenditures for the purpose of this Section 9.07, to the extent of the net cash proceeds received by the Borrower and/or its respective Subsidiary in respect of such sale. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 9.07, the Borrower and its Subsidiaries may make Capital Expenditures (i) with the proceeds of Asset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(e), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base any Permitted Acquisition in accordance with Section 8.14 constitutes a Capital Expenditure Amount Expenditure, (iii) in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure then Available Retained ECF Amount (without giving effect to any prior adjustments) and (iiiiv) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time proceeds of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresinsurance.

Maximum Capital Expenditures. The Parent Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, its Restricted Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis during any Fiscal Year that exceed $30,000,000 in any fiscal year the aggregate the amounts set forth opposite each such Fiscal Year below: ; provided, if the amount of all Capital Expenditures is less than the sum of the maximum amounts designated above for such period, Borrower may carry over such unused amount (the “Base Carry Over Amount”) for the next consecutive Fiscal Year; provided, further, that such Carry Over Amount may only be used in such succeeding Fiscal Year (it being understood that the Carry Over Amount shall be deemed to be used first in such succeeding Fiscal Year). In addition, for any Fiscal Year, the amount of Capital Expenditure Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.10(a) (including as a result of any Carry Over Amount) may be increased by an amount not to exceed $100,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such Fiscal Year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding Fiscal Year. Notwithstanding anything to the contrarycontrary in the foregoing, for each Permitted Acquisition consummated in any Fiscal Year, the amount set forth above next to each Fiscal Year (the “Base Capital Expenditure Amount Amount”) for such Fiscal Year (subject to the second proviso in this sentence) and for every Fiscal Year thereafter shall be increased by the following amounts: an amount equal to (i) to the extent that quotient obtained by dividing (A) the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries acquired entity or business for the thirty-six (36) month period immediately preceding the consummation of such Permitted Acquisition, by (B) three (3), or (ii) if the information described in any fiscal year the foregoing clause (i)(A) is less than not available, 3.5% of the Base cumulative sales over the immediately preceding twelve (12) months of the acquired Person, division, line of business or other business unit, as determined in financial statements therefore prepared in accordance with the standards set forth in Section 5.1 (in either case, 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 such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted under this Section 7.10(a) with respect to such Fiscal Year shall be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed increased by an amount equal to 75% the product of (x) the unused portion of the Base Acquired Permitted Capital Expenditure Amount for such fiscal year and (without giving effect to any prior adjustments), (iiy) if no Default or Event of Default has occurred and is continuing, or would result after giving effect theretoa fraction, the Parent numerator of which is the number of days remaining in such Fiscal Year and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount denominator of such excess which is deducted from the Base Capital Expenditure Amount in succeeding fiscal years365 or 366, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresas applicable.

Maximum Capital Expenditures. The During each Fiscal Year, Parent and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures (other than portions of such Capital Expenditures financed by the Lenders hereunder) during such Fiscal Year in excess of the amount set forth below opposite such Fiscal Year:$25,000,000. Notwithstanding the foregoing, to the extent that Parent and its Subsidiaries on a consolidated basis that exceed make Capital Expenditures of less than $30,000,000 in 25,000,000 during any fiscal year Fiscal Year (the “Base Capital Expenditure AmountCurrent Fiscal Year”). Notwithstanding anything to the contrary, the Base aggregate amount available for Parent and its Subsidiaries to make Capital Expenditure Amount Expenditures during the immediately subsequent Fiscal Year pursuant to this clause (a) shall be increased by the following amounts: (i) an amount equal to the extent that lesser of (x) the aggregate excess of $25,000,000 over the amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries on a consolidated basis during the Current Fiscal Year, and (y) $12,500,000. Notwithstanding the foregoing, (i) Capital Expenditures of Parent and its Subsidiaries made prior to the Closing Date during the 2009 Fiscal Year in any fiscal year is less than connection with the Base Capital Expenditure Amountpurchase of Real Estate located at 0000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in an aggregate amount not to exceed $88,000,000, shall not be counted toward the aggregate amount of such difference may be carried forward available for Parent and used its Subsidiaries to make Capital Expenditures in succeeding fiscal yearsduring the 2009 Fiscal Year, provided and (ii) to the extent that in Parent and its Subsidiaries on a consolidated basis make Capital Expenditures of less than $17,000,000 during any fiscal yearFiscal Year (the “Current Fiscal Year”), the aggregate amount permitted to be applied available for Parent and its Subsidiaries to make Capital Expenditures during the immediately subsequent Fiscal Year pursuant to this clause (ia) shall in no event exceed be increased by an amount equal to 75% the lesser of (x) the unused portion excess of $17,000,000 over the Base amount of Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Expenditures made by Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to on a consolidated basis during the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal yearsCurrent Fiscal Year, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iiiy) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures$8,500,000.

Maximum Capital Expenditures. The Parent (i) Holdings and the Borrower will, shall not and will cause each Consolidated Subsidiary to, shall not permit the Restricted Subsidiaries to make any Capital Expenditures on a consolidated basis that exceed $30,000,000 would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the fiscal year ending December 31, 2010 to exceed $20,000,000. (the “Base Capital Expenditure Amount”). ii) Notwithstanding anything to the contrarycontrary contained in clause (a)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Parent and its Consolidated Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal years, provided that year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be applied made in the immediately succeeding fiscal year. (iii) Notwithstanding anything to make Capital Expenditures pursuant to this the contrary contained in clause (ic)(i) and (ii) above, in any year in which a Permitted Acquisition is made and in each subsequent year, the annual Capital Expenditure limit set forth in clause (c)(i) above shall in no event exceed be increased by an amount equal to 75the greater of (x) the average amount of annual Capital Expenditures made by the target entity or target line of business during the immediately preceding three-year period prior to such acquisition (or such shorter period if the target does not have three years of operations) and (y) 3.5% of the unused portion of total assets acquired in such acquisition. (iv) In addition to the Base Capital Expenditure Amount for such fiscal year Expenditures permitted pursuant to the preceding paragraphs (without giving effect to any prior adjustments), i) (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto(iii), the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.10(c)(iv).

Maximum Capital Expenditures. The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make (a) Incur Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year Fiscal Year exceeding the amount set forth below opposite such Fiscal Year: 2011 $ 40,000,000 2012 $ 40,000,000 2013 $ 40,000,000 2014 $ 35,000,000 2015 $ 35,000,000 2016 $ 35,000,000 (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (ib) to the extent that the aggregate The amount of Capital Expenditures made set forth in Section 7.16(a) in respect of (i) any Fiscal Year shall be increased (but not decreased) by an amount equal to the Parent and its Consolidated Subsidiaries in any fiscal year is less than sum of (x) unused Capital Expenditures for the Base Capital Expenditure Amount, immediately preceding Fiscal Year; provided that such increase shall not exceed 50% of the amount of such difference may Capital Expenditures permitted for the immediately preceding Fiscal Year; provided that the amount of any Capital Expenditures incurred shall be first deducted from any amounts carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ib) plus (y) if, after giving effect thereto on a Pro Forma Basis, (A) the Borrower and its Restricted Subsidiaries shall be in no event exceed compliance with the financial covenants set forth in Section 7.11 and (B) the Consolidated Leverage Ratio shall not be greater than 5.25:1.00, additional Capital Expenditures up to the Permitted Amount, plus (z) additional Capital Expenditures up to the Permitted Equity Amount and (ii) each Fiscal Year shall be increased (but not decreased), commencing with the Fiscal Year any Permitted Acquisition (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 Equity Interests of any Person) is consummated, by an amount equal to 7515% of the unused portion Consolidated EBITDA of the Base Capital Expenditure Amount for such fiscal year any Person (without giving effect or attributable to any prior adjustments)such assets, (iidivision or line of business) if no Default acquired in connection with such Permitted Acquisition or Event of Default has occurred and is continuing, other transaction for the most recent four-fiscal quarter period for which financial results are available preceding such Permitted Acquisition or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresother transaction.

Maximum Capital Expenditures. (a) The Parent and the U.S. Borrower willwill not, and nor will cause each Consolidated Subsidiary it permit any of its Subsidiaries to, not incur or make any Capital Expenditures on a consolidated basis that exceed during any Fiscal Year set forth below in an amount exceeding the amount set forth opposite such Fiscal Year: Fiscal Year Maximum Capital Expenditures ----------- ---------------------------- -145- 2005 $30,000,000 100,000,000 2006 $100,000,000 2007 $100,000,000 2008 $105,000,000 2009 $110,000,000 2010 $115,000,000 2011 $120,000,000 (b) The amount of any Capital Expenditures permitted to be made in respect of any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount Fiscal Year shall be increased by the following amounts: unused amount of Capital Expenditures that were permitted to be made during the immediately preceding Fiscal Year pursuant to Section 10.14(a). Capital Expenditures in any Fiscal Year shall be deemed to use (i) first, any amount carried forward to such Fiscal Year pursuant to this Section 10.14(b) and (ii) second, the extent that amount for such Fiscal Year set forth in Section 10.14(a). (c) The amount of any Capital Expenditures permitted to be made in respect of any Fiscal Year shall be further increased, after the consummation of any Permitted Acquisition, in an amount equal to 100% of the aggregate amount of Capital Expenditures capital expenditures made by the Parent and its Consolidated Subsidiaries in any Person or business so acquired during the fiscal year is less than of such Person or business most recently completed prior to such Permitted Acquisition, as reflected in the Base financial statements of such Person or business (such amount, the "Acquired Business Annual Capital Expenditure Amount"), provided that, with respect to the Fiscal Year of the U.S. Borrower during which any such Permitted Acquisition occurs (the "Acquisition Fiscal Year"), the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) made during the Acquisition Fiscal Year shall in no event exceed an only be increased by the amount equal to 75% of the unused portion of the Base Acquired Business Annual Capital Expenditure Amount for less the amount of capital expenditures made by such fiscal year Person or business during the Acquisition Fiscal Year. (without giving effect d) In addition to any prior adjustmentsthe Capital Expenditures permitted pursuant to the preceding paragraphs (a) through (c), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Foreign Subsidiaries may make additional Capital Expenditures as part of an acquisition or strategic development of assets which, together with investments made under Section 10.04(p), do not exceed $60,000,000 in the aggregate for all such Capital Expenditures and investments made since the Effective Date plus an amount equal to the extent that any returns of capital actually received in cash in respect of any investments made under Section 10.04(p) (which amount shall not exceed the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, investment at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresinvestment was made).

Maximum Capital Expenditures. (i) The Parent Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by the Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that Restricted Subsidiaries to exceed $30,000,000 185,000,000 in any fiscal year year; provided that up to an aggregate amount of $65.0 million of Capital Expenditures made by the Borrower and the Restricted Subsidiaries for improving worker safety conditions related to Orca infrastructure spending (the “Base Capital Expenditure AmountOrca Infrastructure CapEx”) incurred on or after January 1, 2012 shall be excluded for purposes of determining compliance with this Section 7.11(c). . (ii) Notwithstanding anything to the contrarycontrary contained in clause (c)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in any succeeding fiscal years, year (with such Rollover Amount deemed utilized first); provided that any Orca Infrastructure CapEx made prior to January 1, 2012 shall be excluded from the aggregate amount of Capital Expenditures made in a given fiscal year for purposes of determining the Rollover Amount and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.11(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed $25,000,000 (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 are permitted to be applied to make made in the immediately succeeding fiscal year; provided that any CapEx Pull-Forward Amount in respect of the Borrower’s fiscal year ending December 31, 2012 shall not reduce the amount of Capital Expenditures that are permitted to be made in the Borrower’s fiscal year ending December 31, 2013. (iii) In addition to the Capital Expenditures permitted pursuant to this clause the preceding paragraphs (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year and (without giving effect to any prior adjustmentsii), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount at any time in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.11(c)(iii).

Maximum Capital Expenditures. The Parent (i) Holdings and the Borrower will, shall not and will cause each Consolidated Subsidiary to, shall not permit the Restricted Subsidiaries to make any Capital Expenditures on a consolidated basis that exceed $30,000,000 would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the fiscal year ending December 31, 2010 to exceed $20,000,000.60,000,000. (the “Base Capital Expenditure Amount”). ii) Notwithstanding anything to the contrarycontrary contained in clause (a)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Parent and its Consolidated Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal years, provided that year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be applied made in the immediately succeeding fiscal year. (iii) Notwithstanding anything to make Capital Expenditures pursuant to this the contrary contained in clause (ic)(i) and (ii) above, in any year in which a Permitted Acquisition is made and in each subsequent year, the annual Capital Expenditure limit set forth in clause (c)(i) above shall in no event exceed be increased by an amount equal to 75the greater of (x) the average amount of annual Capital Expenditures made by the target entity or target line of business during the immediately preceding three-year period prior to such acquisition (or such shorter period if the target does not have three years of operations) and (y) 3.5% of the unused portion of total assets acquired in such acquisition. (iv) In addition to the Base Capital Expenditure Amount for such fiscal year Expenditures permitted pursuant to the preceding paragraphs (without giving effect to any prior adjustments), i) (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto(iii), the Parent Borrower and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.10(c)(iv).

Maximum Capital Expenditures. (a) The Parent Loan Parties and the Borrower will, and will cause each Consolidated Subsidiary to, their Restricted Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis that exceed in an aggregate amount in excess of (i) during the period from the Restatement Date through and including December 31, 2020, $30,000,000 in 7,500,000 and (ii) during any fiscal year (of Parent thereafter, $15,000,000; provided that, Capital Expenditures financed with the “Base Capital Expenditure Amount”). Notwithstanding anything to Available Amount and the contraryNet Proceeds from any issuance or sale of Qualified Equity Interests of Parent, Holdings, the Base Capital Expenditure Amount Borrower or any of the Restricted Subsidiaries shall be increased by excluded for purposes of measuring compliance with this Section 6.13. (b) If the following amounts: (i) to Loan Parties and their Restricted Subsidiaries do not utilize the extent that the aggregate entire amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that permitted in any fiscal year, the amount permitted Loan Parties and their Subsidiaries may carry forward to the immediately succeeding fiscal year only, 100% of such unutilized amount; provided that, no amounts carried forward into a subsequent fiscal year may be applied to make used until all Capital Expenditures permitted pursuant to this clause (ia) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount above for such subsequent fiscal year are first used in full. (without giving effect to any prior adjustments), (iic) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in For any fiscal year, if the Loan Parties and their Restricted Subsidiaries utilize the entire amount permitted to be applied to make of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.13 (including as a result of the application of clause (ii) shall in no event exceed b); such amount, the “CapEx Base Amount”), such CapEx Base Amount may be increased by an amount equal not to 25exceed 100% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any amount of Capital Expenditures that are funded with would otherwise be permitted in the Available Creditsimmediately succeeding fiscal year (the “CapEx Pull-Forward Amount”); provided that, at the time Cap-Ex Pull Forward Amount in respect of any such Capital Expendituresfiscal year shall reduce, on a dollar-for-dollar basis, the Borrower shall deliver a certificate of a Financial Officer stating the portion amount of Capital Expenditures that is being would otherwise have been permitted to be made from in the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituressucceeding fiscal year.

Maximum Capital Expenditures. The Parent Borrower and its Subsidiaries (other than the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures Excluded Subsidiaries) on a consolidated basis shall not make aggregate Capital Expenditures, at the end of each Fiscal Quarter set forth below for the 12-month period then ended (or with respect to the Fiscal Quarters ending on or before July 2, 2004, for the period commencing on June 28, 2003, and ending on the last day of such Fiscal Quarter) that exceed the respective amounts set forth opposite such periods: Maximum Capital Period Ending On Expenditures ---------------- --------------- September 26, 2003 $30,000,000 in any fiscal year **** December 26, 2003 $**** March 26, 2004 $**** July 2, 2004 $**** September 24, 2004 $**** December 24, 2004, and the end of each Fiscal Quarter thereafter $**** provided; that, beginning with 12-month period ending as of the end of the 2004 Fiscal Year (i.e., July 2, 2004), and for each 12-month period that ends as of the “Base Capital Expenditure Amount”). Notwithstanding anything to the contraryend of a subsequent Fiscal Year, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate maximum capital expenditure amount identified above (the "Maximum Capital Expenditure") for any such Fiscal Year (i.e., Year 1) exceeds the amount of Capital Expenditures actually made by Borrower and such Subsidiaries during such Fiscal Year (such excess being the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure "Excess Amount"), then the amount of such difference may be carried forward and used to make permitted Capital Expenditures in for each period above that ends during the immediately succeeding fiscal yearsFiscal Year (i.e., provided that in any fiscal year, the amount permitted to Year 2) will be applied to make Capital Expenditures * Material has been omitted pursuant to this clause a request for confidential treatment. increased by the positive amount (the "Carry Over Amount") equal to (i) shall in no event exceed an amount equal to 75% the lesser of (A) the unused portion of the Base Capital Expenditure Excess Amount for such fiscal year and (without giving effect to any prior adjustments), (iiB) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base amount of the Maximum Capital Expenditure Amount for such Fiscal Year (without giving effect to any prior adjustmentsi.e., Year 1), minus (ii) and (iii) that portion of the Base Capital Expenditure Excess Amount, if any, expended during a previous period during such succeeding Fiscal Year. For purposes of measuring compliance herewith, the Carry Over Amount shall exclude any be deemed to be the last amount spent on Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresin any Fiscal Quarter.

Maximum Capital Expenditures. The Parent U.S. Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis during any Fiscal Year in excess of the Dollar Equivalent of $22,000,000 in the aggregate; provided, however, that exceed $30,000,000 in any fiscal year solely for the purpose of this Section (the “Base a), Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount Expenditures shall be increased by exclude the following amounts: amounts which otherwise constitute Capital Expenditures (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures financed by lenders other than Lenders, (ii) the portion of Capital Expenditures not to exceed $5,000,000 for Denver Warehouse Real Estate which is not financed by lenders other than Lenders and (iii) Capital Expenditures paid for with proceeds from sales of fixed assets that is being made are reinvested as permitted hereby in any business activity conducted by one or more Samsonite Entities (excluding any proceeds from sales of Denver Warehouse Real Estate in connection with completion of the Available CreditDenver Warehouse Real Estate project); and further provided that the amount of permitted Capital Expenditures referenced above will be increased in any year by the positive amount equal to the difference obtained by taking the Capital Expenditures limit specified above for the immediately prior period minus the actual amount of any Capital Expenditures expended during such prior period (the "Carry Over Amount"), and setting forth a calculation for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed to be the last amount spent on Capital Expenditures in that succeeding year. The foregoing limitation on Capital Expenditures shall apply with respect to any Fiscal Year (the "Relevant Fiscal Year") for which the ratio of (x) the Total Net Debt as of the Available Credit end of last day of the Fiscal Year ended immediately before and prior to the Relevant Fiscal Year to (y) EBITDA for the Fiscal Year ended immediately after such Capital Expendituresprior to the Relevant Fiscal Year exceeds 3.5 to 1.0.

Maximum Capital Expenditures. The Parent and the Borrower willCompany will not, and will cause each Consolidated Subsidiary not permit any of its Subsidiaries to, not make any Capital Expenditures, except that during any fiscal year of the Company set forth below (taken as one accounting period) (it being understood and agreed that for purposes of this clause (a) only, the period from September 30, 2004 through December 31, 2004 shall be deemed to be part of the fiscal year ending on December 31, 2005), the Company and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of all such Capital Expenditures does not exceed $30,000,000 in any fiscal year (of the “Base Capital Expenditure Amount”). Notwithstanding anything to Company set forth below the contraryamount set forth opposite such fiscal year below: Fiscal Year Ending On Amount --------------------- ------------- December 31, the Base Capital Expenditure Amount shall be increased by the following amounts: 2005 $ 115,000,000 December 31, 2006 $ 97,750,000 December 31, 2007 and thereafter $ 86,250,000 (i) to Notwithstanding the extent foregoing, in the event that the aggregate amount of Capital Expenditures permitted to be made by the Parent Company and its Consolidated Subsidiaries pursuant to clause (a) above in any fiscal year is less than of the Base Capital Expenditure Amount, the Company (before giving effect to any increase in such permitted expenditure amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i)) shall is greater than the amount of such Capital Expenditures actually made by the Company and its Subsidiaries during such fiscal year, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such immediately succeeding fiscal year (without giving effect it being understood and agreed that such succeeding fiscal year Capital Expenditures shall be deemed to any prior adjustmentshave been made first from the amount permitted for such year pursuant to clause (a) above and second from the Rollover Amount), . (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect theretoIn addition to the foregoing, the Parent Company and its Consolidated Subsidiaries may make additional Capital Expenditures with the amount of Excess Proceeds received by the Company or any of its Subsidiaries from any Asset Sale so long as such Excess Proceeds are reinvested within 365 days following the date of such Asset Sale, but only to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted Excess Proceeds are not otherwise required to be applied to make Capital Expenditures repay Term Loans pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresSection 2.10(c).

Maximum Capital Expenditures. The Parent and the Borrower will, and Issuer will cause each Consolidated Subsidiary to, Holdings to not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that permit the aggregate amount of Capital Expenditures made by the Parent of Holdings and its Consolidated Restricted Subsidiaries in during any period set forth below to exceed the amount set forth opposite such period: Maximum Capital Period Expenditures ------ ------------ Fiscal quarter ending September 30, 2001 $426,000,000 Fiscal quarter ending December 31, 2001 $126,000,000 Fiscal year ending December 31, 2002 $88,000,000 Fiscal year ending December 31, 2003 $98,000,000 Fiscal year ending December 31, 2004 $720,000,000 Fiscal year ending December 31, 2005 $104,000,000 Fiscal year ending December 31, 2006 $169,000,000 If the aggregate amount of Capital Expenditures for any fiscal quarter or fiscal year is (herein, a "FISCAL PERIOD") set forth above shall be less than the Base amount set forth opposite such Fiscal Period, then 50% of the shortfall shall be added to the amount of Capital Expenditure AmountExpenditures permitted for the immediately succeeding (but not any other) Fiscal Period and, for purposes hereof, the amount of such difference may be carried forward and used to make Capital Expenditures made during any Fiscal Period shall be deemed to have been made first from the carryover from any previous Fiscal Period and last from the permitted amount for such Fiscal Period. The $426,000,000 figure set forth in succeeding the Schedule above for the fiscal yearsquarter ending September 30, provided 2001 has been prepared under the assumption that in any not less than $201,000,000 of the equipment purchased from, or delivered by, Nortel Networks during such fiscal year, the amount permitted to quarter would be applied to make treated as Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% under GAAP. To the extent that, by reason of the unused portion execution and delivery of the Base Capital Expenditure Amount for this Agreement such fiscal year (without giving effect to any prior adjustments)assumption is incorrect, (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that then such $426,000,000 figure shall be reduced on a dollar-for-dollar basis by the amount of such excess equipment so purchased or delivered that is deducted from the Base not treated as a Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (iiunder GAAP." 15. AMENDMENTS TO SCHEDULE 4.01(K) shall in no event exceed an amount equal to 25% AND SCHEDULE 4.01(V). Each of Schedule 4.01(k) and Schedule 4.01(v) of the Base Capital Expenditure Amount (without giving effect Note Agreement is hereby amended and restated to any prior adjustmentsread in its entirety as set forth on SCHEDULE 4.01(K) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided thatSchedule 4.01(v), at the time of such Capital Expendituresrespectively, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresattached hereto.

Maximum Capital Expenditures. The Parent Holdings and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries shall not make or incur (a) Consolidated Capital Expenditures on a consolidated basis that exceed $30,000,000 in during any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that Fiscal Year if the aggregate amount of Consolidated Capital Expenditures for Holdings and its Subsidiaries would exceed Thirty Million Dollars ($30,000,000) for Fiscal Year 2002, Forty Million Dollars ($40,000,000) for Fiscal Year 2003 and Fifty Million Dollars ($50,000,000) for Fiscal Year 2004, and (b) Net Capital Expenditures during any Fiscal Year if the aggregate amount of Net Capital Expenditures for Holdings and its Subsidiaries would exceed Ten Million Dollars ($10,000,000) for Fiscal Year 2002, Twenty Million Dollars ($20,000,000) for Fiscal Year 2003 and Thirty Million Dollars for Fiscal Year 2004; provided that Holdings and its Subsidiaries may carry forward from one Fiscal Year to the immediately following Fiscal Year (i) the unused dollar amount of the Consolidated Capital Expenditures limitation (which shall be the amount by which the dollar amount of Consolidated Capital Expenditures specified in clause (a) above for such Fiscal Year exceeds the Consolidated Capital Expenditures made by or incurred during such Fiscal Year) for such Fiscal Year (the Parent "Gross Carry Forward Amount") and its Consolidated Subsidiaries in (ii) any fiscal year is less than Net Capital Expenditures Proceeds received during such Fiscal Year and not used for the Base purpose of complying with the Net Capital Expenditure limitation for such Fiscal Year set forth in clause (b) above (the "Net Carry Forward Amount") if the following conditions have been satisfied: (1) the EBITDA Criteria has been met for such Fiscal Year, (2) the amount of such difference may be the Gross Carry Forward Amount being carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted immediately following Fiscal Year plus the Net Carry Forward Amount being carried forward to be applied to make Capital Expenditures pursuant to this clause the immediately following Fiscal Year does not exceed Ten Million Dollars (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments$10,000,000), (ii3) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that (A) the amount of the Consolidated Capital Expenditures made or incurred in such excess is deducted from Fiscal Year plus the Base Consolidated Capital Expenditure Amount Expenditures made or incurred in succeeding fiscal yearsthe immediately preceding Fiscal Year does not exceed (B) $70,000,000 with respect to Fiscal Year 2003 and $90,000,000 with respect to Fiscal Year 2004, provided that in any fiscal year, and (4) (A) the amount permitted to be applied to make of the Net Capital Expenditures pursuant to this clause (ii) shall made or incurred in no event exceed an amount equal to 25% of such Fiscal Year plus the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Net Capital Expenditures that are funded made or incurred in the immediately preceding Fiscal Year does not exceed (B) $30,000,000 with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, respect to Fiscal Year 2003 and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.$50,000,000 with respect to Fiscal Year 2004. 126

Maximum Capital Expenditures. The Parent Borrower and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods: Period Maximum Capital Expenditures per Period ------ --------------------------------------- The 12-month period ending December 31, 2004 $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”)13,650,000 The 12-month period ending December 31, 2005 $14,332,500 The 12-month period ending December 31, 2006 $15,049,125 The 12-month period ending December 31, 2007 $15,801,581. Notwithstanding anything to the contraryThe 12-month period ending December 31, the Base Capital Expenditure Amount shall be increased by the following amounts: 2008 $16,591,660 The 12-month period ending December 31, 2009 $17,421,243 provided, however, (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in so long as no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries Borrower may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% $6,000,000 at Borrower's operations located in Fresno, California and Turlock, California and such amounts shall not be included in the calculation of Capital Expenditures for the Base 24-month period ending December 31, 2005; (ii) so long as no Event of Default has occurred and is continuing, Borrower may make Capital Expenditure Amount (without giving effect Expenditures in an amount up to any prior adjustments) $5,000,000 in each Fiscal Year until the Commitment Termination Date, for purposes of upgrading Borrower's technology or information systems at its plants, and such amounts shall not be included in the calculation of Capital Expenditures, (iii) to the Base extent any component of the purchase price of any Permitted Acquisition constitutes Capital Expenditure Amount Expenditures, such amounts shall exclude not be included in the calculation of Capital Expenditures, and (iv) the amount of permitted Capital Expenditures referenced above will be increased in any period by the positive amount equal to the lesser of (A) $2,000,000, and (B) the amount (if any), equal to the difference obtained by taking the Capital Expenditures limit specified above for the immediately prior period minus the actual amount of any Capital Expenditures that are funded with expended during such prior period (the Available Credits; provided that"Carry Over Amount"), at the time and for purposes of such Capital Expendituresmeasuring compliance herewith, the Borrower Carry Over Amount shall deliver a certificate of a Financial Officer stating be deemed to be the portion of last amount spent on Capital Expenditures in that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituressucceeding year.

Maximum Capital Expenditures. The Parent Holdings and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures on a consolidated basis during the following periods that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount the amounts set forth opposite each of such periods: Period Maximum Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amountper Period Fiscal Year 2008 $ 65,000,000 Fiscal Year 2009 $ 60,000,000 Fiscal Year 2010 $ 70,000,000 Fiscal Year 2011 $ 80,000,000 Fiscal Year 2012 $ 90,000,000 Fiscal Year 2013 $ 95,000,000 Fiscal Year 2014 $ 95,000,000 Fiscal Year 2015 $ 95,000,000 Fiscal Year 2016 $ 95,000,000 Fiscal Year 2017 $ 95,000,000 provided, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal yearshowever, provided that in any fiscal yearthat, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess Capital Expenditures made by Holdings and its Subsidiaries during any Fiscal Year is deducted from less than the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be applied carried forward and utilized by Holdings and its Subsidiaries to make Capital Expenditures in the immediately succeeding Fiscal Year, provided that, for purposes of measuring compliance herewith, the amount carried over shall be deemed to be the last amount spent on Capital Expenditures in that succeeding year. Notwithstanding anything to the contrary with respect to any Fiscal Year 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 Amount”); provided, however, with respect to the Fiscal Year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this sentence shall be 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 after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. Notwithstanding anything to the contrary contained above, for any Fiscal Year, the amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this clause (iia) shall (including as a result of the carry-forward described in no event exceed the proviso to the first sentence of the proviso above) may be increased by an amount equal not to 25% exceed $5,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount such Fiscal Year shall exclude any Capital Expenditures that are funded with the Available Credits; provided thatreduce, at the time of such Capital Expenditureson a dollar-for-dollar basis, the Borrower shall deliver a certificate of a Financial Officer stating the portion amount of Capital Expenditures that is being would have been permitted to be made from in the Available Credit, immediately succeeding Fiscal Year (provided that Holdings and setting forth a calculation of its Subsidiaries may apply the Available Credit CapEx Pull-Forward Amount in such immediately before and immediately after such Capital Expendituressucceeding Fiscal Year).

Maximum Capital Expenditures. The Parent (a) Holdings and the Borrower willBorrowers will not, and will cause each Consolidated Subsidiary not permit any of their Subsidiaries to, not make any Capital Expenditures, except that during any fiscal period set forth below (taken as one accounting period), GWR and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of such Capital Expenditures does not exceed $30,000,000 in any fiscal year (period set forth below the “Base Capital Expenditure Amount”). Notwithstanding anything to the contraryamount set forth opposite such fiscal period below: Fiscal Period Amount ------------- ------ Fiscal Year ending December 31, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to 2000 $20,000,000 Fiscal Year ending December 31, 2001 $20,000,000 Fiscal Year ending December 31, 2002 $20,000,000 Fiscal Year ending December 31, 2003 $20,000,000 Fiscal Year ending December 31, 2004 $20,000,000 Fiscal Year ending December 31, 2005 $20,000,000 Fiscal Year ending December 31, 2006 $20,000,000 Fiscal Year ending December 31, 2007 $20,000,000 Fiscal Year ending December 31, 2008 $20,000,000 To the extent that the aggregate amount of Capital Expenditures (other than those described in clause (b) below) made by the Parent GWR and its Consolidated Subsidiaries in during any fiscal year period set forth in the table above is less than the Base Capital Expenditure Amount, amount applicable to the amount of such difference may be carried forward and used to make Capital Expenditures respective fiscal period set forth in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year table above (without giving effect to any prior adjustmentsincrease in such amount as provided below in this clause (a)), such unused amount (the "Rollover Amount") may be carried forward and utilized by GWR and its Subsidiaries to make additional Capital Expenditures in the immediately succeeding fiscal period, provided that no amount once carried forward to the next fiscal period may be carried forward to a fiscal period thereafter, and provided further, that Capital Expenditures made during any fiscal period shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such fiscal period. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 8.07, GWR and its Subsidiaries may make Capital Expenditures (i) with the proceeds of an equity issuance, to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(d), not applied to make a Permitted Acquisition and not applied to make a permitted investment pursuant to Section 8.05(xvi), (ii) if no Default or Event with the proceeds of Default has occurred and is continuingAsset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(f), or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures (iii) to the extent that any Permitted Acquisition in accordance with Section 7.14 constitutes a Capital Expenditure, (iv) with the amount proceeds of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures Recovery Events and (v) required pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresSection 7.06.

Maximum Capital Expenditures. The Parent (i) Resources and the Borrower will, and will cause each Consolidated Subsidiary to, its Subsidiaries on a consolidated basis shall not make Capital Expenditures on (expressly including for this purpose only, to the extent not otherwise included, all consideration paid in connection with the purchase by any Credit Party of a consolidated basis fee simple ownership interest in Real Estate) that exceed $30,000,000 in any fiscal year Fiscal Year the corresponding amount set forth below opposite such Fiscal Year: 2004 $ 35,000,000 2005 $ 45,000,000 2006 $ 60,000,000 Thereafter $ 30,000,000 (the “Base Capital Expenditure Amount”). ii) Notwithstanding anything to the contrarycontrary contained in clause (a) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent Resources and its Consolidated Subsidiaries in any fiscal year Fiscal Year of Resources is less than the Base Capital Expenditure Amountamount set forth for such Fiscal Year pursuant to preceding clause (i), the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal yearsFiscal Years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal yearFiscal Year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 2575% of the Base Capital Expenditure Amount (unused portion of the amount set forth in Section 7.10(b)(i) for such Fiscal Year without giving effect to any prior adjustments. (iii) In addition to the Capital Expenditures permitted pursuant to preceding clauses (i) and (ii), as long as no Default or Event of Default has occurred or is continuing, Resources and its Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the amount set forth in Section 7.10(b)(i) in succeeding Fiscal Years, provided that in any Fiscal Year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation in no event exceed an amount equal to 25% of the Available Credit immediately before and immediately after amount set forth in Section 7.10(b)(i) for such Capital ExpendituresFiscal Year without giving effect to any prior adjustments.

Maximum Capital Expenditures. The Parent (a) Each of the Parent, Holdings and the Borrower willwill not, and will cause each Consolidated Subsidiary not permit any of their Subsidiaries to, not make any Capital Expenditures, except that the Borrower and its Subsidiaries may make Capital Expenditures on a consolidated basis that exceed $30,000,000 so long as the aggregate amount of such Capital Expenditures does not exceed, in any fiscal year (of the “Base Capital Expenditure Amount”)Parent, an amount equal to $15,000,000. Notwithstanding anything to From and after the contraryconsummation of any Permitted Acquisition, the Base amount of Capital Expenditure Amount Expenditures set forth above in this clause (a) shall be increased by an amount equal to 20% of the following amounts: Acquired EBITDA of the respective Acquired Entity or Business acquired in each such Permitted Acquisition for the most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business (ias certified in the respective officer's certificate delivered pursuant to clause (vii) to of Section 8.14), provided that the Capital Expenditure amount for the fiscal year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this sentence multiplied by a fraction the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 or 366, as the case may be. To the extent that the aggregate amount of Capital Expenditures (other than those described in clause (b) below) made by the Parent Borrower and its Consolidated Subsidiaries during any year period set forth in any fiscal year the next preceding sentence is less than the Base Capital Expenditure Amount, amount applicable to the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such respective fiscal year set forth in such sentence (without giving effect to any prior adjustmentsincrease in such amount as provided below in this clause (a)), the lesser of (x) such unused amount and (y) $7,500,000 (such lesser amount, the "Rollover Amount") may be carried forward and utilized by the Borrower and its Subsidiaries to make additional Capital Expenditures 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, and provided further, that Capital Expenditures made during any fiscal year shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such fiscal year. (b) In addition to the Capital Expenditures permitted to be made pursuant to clause (a) of this Section 9.07, the Borrower and its Subsidiaries may make Capital Expenditures (i) with the proceeds of an equity issuance, to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(e), not applied to make a Permitted Acquisition, not applied to pay a Dividend under Section 9.03(iv) and not applied to make a permitted investment pursuant to Section 9.05(xviii), (ii) if no Default or Event with the proceeds of Default has occurred and is continuingAsset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(g), or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures (iii) to the extent that any Permitted Acquisition in accordance with Section 8.14 constitutes a Capital Expenditure, (iv) with the amount proceeds of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal yearsRecovery Events, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures (v) required pursuant to this clause Section 8.06 and (iivi) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the then Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresRetained ECF Amount.

Maximum Capital Expenditures. (a) The Parent and the Borrower willwill not, and will cause each Consolidated Subsidiary not permit any of its Subsidiaries to, not make any Capital Expenditures including Maintenance Capital Expenditures required to be made pursuant to Section 8.14, except that during any fiscal period set forth below (taken as one accounting period) the Borrower and its Subsidiaries may make Capital Expenditures on a consolidated basis that so long as the aggregate amount of such Capital Expenditures including Maintenance Capital Expenditures required to be made pursuant to Section 8.14 made under this Section 9.07(a) does not exceed $30,000,000 in any fiscal year period set forth below the amount set forth opposite such period below: Period Amount ------ ------ Initial Borrowing Date to $26,000,000 and including the last day of the Fiscal Year ending December 31, 2001 Fiscal Year ending $28,500,000 December 31, 2002 Fiscal Year ending $29,500,000 December 31, 2003 Fiscal Year ending $30,500,000 December 31, 2004 Fiscal Year ending $31,500,000 December 31, 2005 Fiscal Year ending $32,500,000 December 31, 2006 Fiscal Year ending $33,500,000 December 31, 2007 (the “Base b) In addition to Capital Expenditure Amount”). Notwithstanding anything Expenditures permitted to the contraryclause (a) above, the Base Borrower and its Subsidiaries may make Capital Expenditure Amount shall be increased by the following amounts: Expenditures in connection with (i) the Facilities Expansion provided that the aggregate amount thereof shall not exceed $110,000,000, (ii) the construction of covered parking at the Kansas City facility, provided that the aggregate amount thereof shall not exceed $20,000,000, (iii) the renovation of the Council Bluffs Facility, provided that the aggregate amount thereof shall not exceed $8,000,000 and (iv) the renovation of the Vicksburg Facility provided that the aggregate amount thereof shall not exceed $9,500,000. (c) In addition to the Capital Expenditures permitted pursuant to preceding clauses (a) and (b) above, to the extent that the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated Subsidiaries in any fiscal year is period set forth in clause (a) above are less than the Base Capital Expenditure Amountamount permitted to be made in such period (without giving effect to any additional amount available as a result of this clause (c), clause (b) above or clause (d) below), up to 50% of the amount of such difference may be carried forward and used to make Capital Expenditures in the succeeding fiscal years, provided that in any fiscal year, year of the amount permitted Borrower. (d) In addition to be applied to make the Capital Expenditures permitted pursuant to this clause preceding clauses (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustmentsa), (iib) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto(c), the Parent Borrower and its Consolidated Subsidiaries may make additional Capital Expenditures to consisting of (i) the extent that the amount reinvestment of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted Net Asset Sale Proceeds of Asset Sales not required to be applied to make Capital Expenditures prepay the Loans pursuant to this clause Section 4.02(A)(h) as a result of a Reinvestment Election and (ii) shall in no event exceed an amount equal the reinvestment of proceeds of Recovery Events not required to 25% of be applied to repay the Base Capital Expenditure Amount (without giving effect Loans pursuant to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresSection 4.02(A)(j).

Maximum Capital Expenditures. The Parent and the Borrower willNot make, and will cause each Consolidated Subsidiary toor permit any of its Subsidiaries to make, not make any Capital Expenditures on a consolidated basis that exceed $30,000,000 would cause the aggregate of all Capital Expenditures made by the MLP and its Subsidiaries in any fiscal year period set forth below to exceed the amount set forth below for such period (the “Base Capital Expenditure Scheduled Amount”)): December 31, 2010* $ 17,000,000 December 31, 2011 $ 43,000,000 December 31, 2012 $ 45,000,000 December 31, 2013 $ 45,000,000 December 31, 2014 $ 40,000,000 * For the period of such Fiscal Year from the Effective Date on. Notwithstanding anything to provided, however, that (i) the contrary, the Base amount of Capital Expenditure Amount Expenditures that may be made in any Fiscal Year shall be increased above the Scheduled Amount by the following amounts: aggregate amount of Net Cash Proceeds received in such Fiscal Year from the issuance of equity of the MLP (ithe “Equity Proceeds”) and, to the extent the Equity Proceeds are not spent in such Fiscal Year (such unspent amount, the “Unused Equity Proceeds”), the amount of Capital Expenditures that may be made in the immediately succeeding Fiscal Year, and only for such immediately succeeding Fiscal Year, shall be increased above the Scheduled Amount by the amount of such Unused Equity Proceeds and (ii) if, for any Fiscal Year set forth above, the Scheduled Amount specified for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Parent MLP and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of during such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be Fiscal Year which are applied to make Capital Expenditures pursuant to this clause the Scheduled Amount (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from being the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year“Excess Amount”), the amount permitted to Borrower and its Subsidiaries shall be applied entitled to make additional Capital Expenditures pursuant to this clause (ii) shall in no event exceed the immediately succeeding Fiscal Year, and only for such immediately succeeding Fiscal Year, in an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect such Excess Amount, but not to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Creditsexceed $10,000,000; provided that, at solely for purposes of calculating the time of such Capital ExpendituresExcess Amount with regard to the Fiscal Year Ending December 31, 2010, the Borrower Scheduled Amount shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresbe deemed to be $15,000,000.

Maximum Capital Expenditures. The Parent (i) Holdings and the Borrower will, shall not and will cause each Consolidated Subsidiary to, shall not permit the Restricted Subsidiaries to make any Capital Expenditures on a consolidated basis that exceed $30,000,000 would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the 2011 fiscal year of Holdings to exceed $40,000,000 (the “Base Capital Expenditure Amount”which may include restructuring expenditures). . (ii) Notwithstanding anything to the contrarycontrary contained in clause (c)(i) above, the Base Capital Expenditure Amount shall be increased by the following amounts: (ix) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Parent and its Consolidated Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the Base Capital Expenditure Amountamount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal years, provided that year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be applied made in the immediately succeeding fiscal year. (iii) In addition to make the Capital Expenditures permitted pursuant to this clause the preceding paragraphs (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year and (without giving effect to any prior adjustmentsii), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, Holdings the Parent and its Consolidated Restricted Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal not to 25% exceed the portion, if any, of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) Cumulative Credit on the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time date of such Capital Expenditures, Expenditure that the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditureselects to apply to this Section 7.10(c)(iii).

Maximum Capital Expenditures. The Parent Borrower and its subsidiaries (other than the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures Excluded Subsidiaries) on a consolidated basis shall not make aggregate Capital Expenditures, at the end of each Fiscal Quarter set forth below for the 12-month period then ended, that exceed the respective amounts set forth opposite such periods: Period Ending On Maximum Capital Expenditures ---------------- ---------------------------- June 28, 2002 $30,000,000 in any fiscal year (65,000,000 September 27, 2002 $75,000,000 December 27, 2002 $75,000,000 March 28, 2003 $80,000,000 June 27, 2003 $80,000,000 provided; that, beginning with the “Base Capital Expenditure Amount”). Notwithstanding anything to the contraryFiscal Year ending June 28, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) 2002, and for each Fiscal Year thereafter, to the extent that the aggregate maximum capital expenditure amount identified above (the "Maximum Capital Expenditure") for any such Fiscal Year (i.e., Year 1) exceeds the amount of Capital Expenditures actually made by Borrower and such Subsidiaries during such Fiscal Year (such excess being the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure "Excess Amount"), then the amount of such difference may be carried forward and used to make permitted Capital Expenditures in for each period above that ends during the immediately succeeding fiscal yearsFiscal Year (i.e., provided that in any fiscal year, Year 2) will be increased by the positive amount permitted (the "Carry Over Amount") equal to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% the lesser of (A) the unused portion of the Base Capital Expenditure Excess Amount for such fiscal year and (without giving effect to any prior adjustments), (iiB) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base amount of the Maximum Capital Expenditure Amount for such Fiscal Year (without giving effect to any prior adjustmentsi.e., Year 1), minus (ii) and (iii) that portion of the Base Capital Expenditure Excess Amount, if any, expended during a previous period during such succeeding Fiscal Year. For purposes of measuring compliance herewith, the Carry Over Amount shall exclude any be deemed to be the last amount spent on Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresin any Fiscal Quarter.

Maximum Capital Expenditures. The Parent and the Borrower Borrowers will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 65,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude not include any Capital Expenditures that are funded with the Available CreditsCredit; provided that, at the time of such Capital Expenditures, the Borrower Borrowers shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.

Maximum Capital Expenditures. (a) The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by Holdings, the Parent Borrower and its Consolidated the Subsidiaries in any fiscal year is less than shall not exceed the Base Capital Expenditure Amountamount set forth below opposite such fiscal year: Notwithstanding the foregoing, the aggregate amount of such difference may be carried forward and used to make Capital Expenditures set forth in succeeding fiscal years, provided that in the table above for any of the 2007 fiscal year, the 2008 fiscal year, the 2009 fiscal year, the 2010 fiscal year, the 2011 fiscal year or the 2012 fiscal year shall be increased to $250,000,000 for so long as the Rent-Adjusted Leverage Ratio is less than 3.00 to 1.00. (b) The amount permitted to be applied to make of Capital Expenditures pursuant to this clause set forth in Section 6.14(a) in respect of any fiscal year shall be increased (ibut not decreased) shall in no event exceed by an amount equal to 7550% of (i) the amount of unused portion of Capital Expenditures for the Base Capital Expenditure Amount for such immediately preceding fiscal year (without giving effect to any prior adjustments), less (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of unused Capital Expenditures carried forward to such excess is deducted from the Base Capital Expenditure Amount in succeeding immediately preceding fiscal yearsyear pursuant to this paragraph, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any unused Capital Expenditures that are funded with available in any fiscal year as a result of the Available Credits; provided that, at final sentence of Section 6.14(a) may increase the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion amount of Capital Expenditures available in any subsequent fiscal year at any time that the Rent-Adjusted Leverage Ratio is being equal to or greater than 3.00 to 1.00. (c) If any Capital Expenditure is made from the Available Credit, and setting forth a calculation (or contractually committed to be made) during any fiscal year of the Available Credit immediately before and immediately after Borrower at any time that the Rent-Adjusted Leverage Ratio is less than 3.00 to 1.00, so long as such Capital ExpendituresExpenditure was permitted to be made hereunder at such time, no Default shall arise under paragraph (a) or (b) of this Section with respect to such Capital Expenditure solely as a result of a subsequent increase in the Rent-Adjusted Leverage Ratio to 3.00 to 1.00 or greater during such fiscal year of the Borrower.