Common use of Maximum Consolidated Capital Expenditures Clause in Contracts

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) if the aggregate amount of Consolidated Capital Expenditures for any such Fiscal Year indicated below shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover: 2010 and each Fiscal Year thereafter $ 250,000,000 Commencing with the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).” F. Section 6.8 of the Credit Agreement is hereby amended to add the following new Section 6.8(h) at the end thereof:

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Quarter and Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Quarter or Fiscal Year; , as applicable: For the Fiscal Year ending March 31, 2015 $12,000,000 For the Fiscal Quarter ending June 30, 2015 $3,300,000 For the Fiscal Quarter ending September 31, 2015 $5,170,000 For the Fiscal Quarter ending December 31, 2015 $770,000 For the Fiscal Quarter ending March 31, 2016 $660,000 For the Fiscal Year ending March 31, 2017 $12,000,000 For the Fiscal Year ending March 31, 2018 $12,000,000 For the Fiscal Year ending March 31, 2019 $13,000,000 provided, that to the extent that the amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the maximum amount permitted above during such Fiscal Year (xwithout giving effect to any additional amount available as a result of this proviso), (i) if up to fifty percent (50.0%) of such difference may be carried forward and used in the aggregate immediately succeeding Fiscal Year (but not any subsequent Fiscal Year), and (ii) in such immediately succeeding Fiscal Year, Consolidated Capital Expenditures shall be applied, first, to the permissible amount of Consolidated Capital Expenditures for any such Fiscal Year indicated below shall be less than Year, and, second, to the amount set forth in portion so carried forward; provided, further, that to the table below for such Fiscal Year (before any carryover), then such shortfall may be added to extent that the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended made in any Fiscal Year shall first be deemed to be from the amount allocated to such year before Quarter during any carryover: 2010 and each Fiscal Year thereafter $ 250,000,000 Commencing with is less than the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures maximum amount permitted above during such Fiscal Quarter Quarter, up to one hundred percent (100%) of such difference may be carried forward to subsequent Fiscal Quarters and used in addition to those otherwise permitted by this the same Fiscal Year. (p) Section 6.8(e).” F. Section 6.8 8.1 of the Credit Agreement is hereby amended to add the following new Section 6.8(hby amending and restating clause (c) at the end thereofthereof in its entirety as follows:

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated belowYear, in an aggregate amount for NewPageHoldCo Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year$125,000,000; provided, that such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (xbut in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) if over the aggregate actual amount of Consolidated Capital Expenditures for any such previous Fiscal Year indicated below Year; provided, further, so long as no Default shall be less than have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the amount set forth in Cumulative Growth Amount immediately prior to the table below for making of such Fiscal Year Consolidated Capital Expenditures (before any carryover), then such shortfall may be added to but the amount of Consolidated Capital Expenditures permitted for made from the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended Cumulative Growth Amount in any Fiscal Year shall first be deemed not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to be from made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the amount allocated to SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such year before any carryover: 2010 Fiscal Year and each for every Fiscal Year thereafter $ 250,000,000 Commencing with the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as shall be increased by an amount equal to 110% of the end quotient obtained by dividing (A) the amount of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Fiscal Quarter in addition to those otherwise permitted Permitted Acquisition or SDI Acquisition as determined by this Section 6.8(ethe financial statements for such acquired Person or business by (B) three (3).” F. Section 6.8 of the Credit Agreement is hereby amended to add the following new Section 6.8(h) at the end thereof:

Maximum Consolidated Capital Expenditures. NewPageHoldCo Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below Expenditures (excluding normal replacements and maintenance that are properly charged to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditurescurrent operations), in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Borrower and its Subsidiaries in excess of the corresponding amount set forth below (as adjusted in accordance with the following proviso) opposite such Fiscal Year; provided: 2011 $ 11,000,000 2012 and each Fiscal Year thereafter $ 9,000,000 The amount set forth above for each Fiscal Year is the “Base Amount”. The Base Amount for any Fiscal Year shall be increased by an amount equal to (i) 50% of the excess, that if any, of the Base Amount for the immediately preceding Fiscal Year (xas adjusted in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures of the type limited by this Section 6.7(c) for such previous Fiscal Year (the “Carry Forward Amount”) and (ii) any amounts allowed to be made or incurred for Consolidated Capital Expenditures in the immediately subsequent Fiscal Year (as set forth below), if any (but in no event more than $1,000,000) (the “Carry Back Amount”); provided that any amounts so made or incurred in such Fiscal Year indicated below in reliance on this clause (ii) shall result in a corresponding reduction (on a dollar-for-dollar basis) in the Base Amount of Consolidated Capital Expenditures allowed to be made or incurred in such immediately subsequent Fiscal Year. Consolidated Capital Expenditures as permitted above shall be less than deemed to reduce first, any Carry Back Amount (if any); second, the amount set forth in the table below for such Fiscal Year (before chart above; and third, any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover: 2010 and each Fiscal Year thereafter $ 250,000,000 Commencing with the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e)Carry Forward Amount.” F. Section 6.8 of the Credit Agreement is hereby amended to add the following new Section 6.8(h) at the end thereof:

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any twelve month period ending on the last day of any Fiscal Year Quarter indicated below, in an aggregate amount for NewPageHoldCo Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; Quarter: March 31, 2012, and each Fiscal Quarter thereafter $20,000,000 for the twelve month period ending on the last day of such Fiscal Quarter provided, further, that (x) the amount of Capital Expenditures permitted to be made in any twelve month period may be increased as follows: if the aggregate amount of Consolidated the Capital Expenditures permitted to be made in any twelve month period is greater than the actual amount of the Capital Expenditures actually made during such twelve month period (the amount by which such permitted Capital Expenditures for such twelve month period exceeds the actual amount of Capital Expenditures for such twelve month period, the “Excess Amount”), then up to $2,000,000 of such Excess Amount (such amount, the “Carry-Over Amount”) may be carried forward to the next succeeding twelve month period (the “Succeeding TTM Period”) and used in such Succeeding TTM Period; provided that the Carry-Over Amount applicable to a particular Succeeding TTM Period may not be carried forward to another twelve month period. Capital Expenditures made by Company and its Subsidiaries in any such Fiscal Year indicated below twelve month period shall be less than deemed to reduce first, the amount set forth in the table below above for such Fiscal Year (before any carryover)twelve month period and second, then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted Carry-Over Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover: 2010 and each Fiscal Year thereafter $ 250,000,000 Commencing with the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e)applicable twelve month period.” F. Section 6.8 of the Credit Agreement is hereby amended to add the following new Section 6.8(h) at the end thereof: