Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to, make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of the amount set forth opposite each Fiscal Year below: Fiscal Year Amount December 31, 2012 $ 75,000,000 December 31, 2013 $ 75,000,000 December 31, 2014 $ 75,000,000 December 31, 2015 $ 55,000,000 December 31, 2016 $ 55,000,000 provided, however, that no such Capital Expenditure shall be made if any Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the making of any such Capital Expenditure. To the extent Capital Expenditures are made during any period in an amount less than the amounts provided in the above chart, (a) the Capital Expenditures that may be made pursuant to this Section in the next following period as provided in the above chart shall be increased by 50% of the amount of the permitted Capital Expenditures not so made in the immediately preceding period (the “Carry-Forward Amount”); (b) no Carry-Forward Amount may be carried-forward beyond the immediately following period in which it arose; and (c) the full amount of any Carry-Forward Amount shall be used in each applicable period before any of the Capital Expenditures permitted to be made in such period (without giving effect to any Carry-Forward Amount) shall be used.

Capital Expenditures, etc. Holdings and In any Fiscal Year ------------------------- immediately following a Fiscal Year in which the Borrowers Total Debt to Annualized Cash Flow Ratio is greater than 5.50:1, the Borrower will not, and will not permit any of their its Restricted Subsidiaries to, make or commit to make Capital Expenditures in any such Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of the amount set forth opposite each $650,000,000 in such Fiscal Year below: Fiscal Year Amount December 31, 2012 $ 75,000,000 December 31, 2013 $ 75,000,000 December 31, 2014 $ 75,000,000 December 31, 2015 $ 55,000,000 December 31, 2016 $ 55,000,000 Year; provided, however, that no such Capital Expenditure shall be made if any Default or Event of Default shall have occurred and be continuing immediately prior -------- ------- (i) to or after giving effect to the making of any such Capital Expenditure. To the extent Capital Expenditures are made during in any period Fiscal Year in an amount less than the amounts provided in the above chartmaximum amount permitted for such Fiscal Year, (a) the Capital Expenditures that which the Borrower or its Restricted Subsidiaries may be made pursuant make or commit to this Section make in the next following period as provided in the above chart Fiscal Year shall be increased by 50% of the amount of the permitted Capital Expenditures not so made in the immediately preceding period Fiscal Year (the “"Carry-Forward Amount”"); (b) , but no further carry forward -------------------- of such Carry-Forward Amount may to any other succeeding Fiscal Year shall be carried-forward beyond the immediately following period in which it arose; permitted, and (cii) the full amount no portion of any Carry-Forward Amount shall be used in each applicable period before any Fiscal Year until the entire amount of the Capital Expenditures permitted to be made or committed to be made in such period (without giving effect to any Carry-Forward Amount) Fiscal Year shall be have been used.

Capital Expenditures, etc. Holdings and the Borrowers will not, and will not permit any of their Subsidiaries to, make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of the amount set forth opposite each Fiscal Year below: Fiscal Year Amount December 31, 2012 $ 75,000,000 $100,000,000 December 31, 2013 $ $75,000,000 December 31, 2014 $ $75,000,000 December 31, 2015 $ $55,000,000 December 31, 2016 $ $55,000,000 provided, however, that no such Capital Expenditure shall be made if any Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the making of any such Capital Expenditure. To the extent Capital Expenditures are made during any period in an amount less than the amounts provided in the above chart, (a) the Capital Expenditures that may be made pursuant to this Section in the next following period as provided in the above chart shall be increased by 50% of the amount of the permitted Capital Expenditures not so made in the immediately preceding period (the “Carry-Forward Amount”); (b) no Carry-Forward Amount may be carried-forward beyond the immediately following period in which it arose; and (c) the full amount of any Carry-Forward Amount shall be used in each applicable period before any of the Capital Expenditures permitted to be made in such period (without giving effect to any Carry-Forward Amount) shall be used.”