Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Borrower will notThe Borrower, and will together with its Subsidiaries, shall not make or incur, or permit any of its Subsidiaries toto be made or incurred, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures during any Fiscal Year in an aggregate amount for all Borrowers and Subsidiaries excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the fiscal year Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 20202010, in excess any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of $40,000,000, (ii) all Capital Expenditures expended in the fiscal year Fiscal Year ending December 31, 20212009, in excess as certified by a Responsible Officer of $50,000,000, the Borrower to the Administrative Agent on or prior to the Effective Date; (iiiii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during made in any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount Fiscal Year shall be deemed to be made, first, in respect of the last amount spent amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in such succeeding fiscal yearrespect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iiiii) with respect the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to the first 5020% of the Carryover Amount, each Borrower may, and may permit any total revenues of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the CapEx Teststandards set forth in Section 6.1(b) (Financial Statements); and (iiiiv) with respect to the second 50% such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdefinition thereof.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase No Credit Party shall make or commit to make any expenditure or commitments for Unfunded Capital Expenditures for the Fiscal Year ending on any date set forth in the table below in an aggregate amount for all Borrowers and Subsidiaries exceeding the dollar limitation set forth in the table below (the “Capital Expenditure Limitation”) opposite such date: Date Limitation February 1, 2014 $ 9,000,000 January 31, 2015 $ 9,000,000 January 30, 2016 $ 9,000,000 provided, that (i) if at the end of any Fiscal Year set forth above, the Capital Expenditure Limitation for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made or incurred by the Credit Parties during such Fiscal Year (the amount of such excess being referred to herein as the “Excess Amount”), the Credit Parties shall be entitled to make additional Capital Expenditures in the fiscal year ending December 31, 2020, in excess of $40,000,000, succeeding Fiscal Year (iiand only such succeeding calendar year) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the an aggregate amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject equal to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover AmountExcess Amount and (ii) Capital Expenditures made pursuant to this Paragraph 5 during any Fiscal Year shall be deemed made first, each Borrower may, and may permit any in respect of its Subsidiaries to, contract for, purchase or make any Unfunded the Capital Expenditure Limitation for such Fiscal Year as provided above (without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded amounts carried over from the prior Fiscal Year pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior Fiscal Year pursuant to clause (i) above; provided, further, that in addition to the Capital Expenditures. For purposes Expenditures permitted pursuant to the table above and the proviso above, the Credit Parties may make Capital Expenditures (A) related to a new point-of-sale, merchandising and e-commerce information system in an aggregate amount not to exceed $5,500,000 during the period beginning from the Original Closing Date continuing during the term of this Section 7.6, Agreement and (B) related to moving the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated distribution center and corporate offices in an aggregate amount not to give effect to such Unfunded Capital Expenditures) as exceed $1,500,000 during the term of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisthis Agreement.

Capital Expenditures. Each Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of its the Restricted Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount for all Borrowers of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower set forth below to exceed (i) the sum of (a) the greater of (x) the amount set forth in the table below opposite such fiscal year ending December 31and (y) an amount equal to 6.00% multiplied by Consolidated Net Sales for such fiscal year (such greater amount, 2020, the “Permitted Capital Expenditure Amount”) and (b) the Available Amount as of the last day of such fiscal year (provided that no portion of the Available Amount may be used for Capital Expenditures until the entire amount of the sum of (x) the Permitted Capital Expenditure Amount for such year and (y) the carry-forward amount (as defined below in excess of $40,000,000, this Section 10.11) for such year shall have been used to make Capital Expenditures) less (ii) to the extent deducted in arriving at Consolidated Earnings in the prior fiscal year ending year, the amount of expenses related to the implementation of enterprise resource planning systems of such prior fiscal year. Period Amount March 1, 2004 to November 28, 2004 $ 35,000,000 November 29, 2004 to November 27, 2005 $ 45,000,000 November 28, 2005 to November 26, 2006 $ 50,000,000 November 27, 2006 to December 312, 20212007 $ 40,000,000 111 Period Amount December 3, in excess of $50,000,0002007 to November 30, (iii) in 2008 $ 40,000,000 December 1, 2008 to November 29, 2009 $ 40,000,000 November 30, 2009 to November 28, 2010 $ 40,000,000 November 29, 2010 to the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in Maturity Date $ 40,000,000 To the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the amount permitted Permitted Capital Expenditure Amount for such fiscal year, then the 100% of such unused amount (the each such amount, a “Carryover Amountcarry-forward amount”) may be carried over and used in forward to the immediately succeeding fiscal year subject and utilized to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent make such Capital Expenditures in such succeeding fiscal year; year in the event the amount set forth above for such succeeding fiscal year has been used (iiit being understood and agreed that (a) with respect to no carry-forward amount may be carried forward beyond the first 50% two fiscal years immediately succeeding the fiscal year in which it arose, (b) no portion of the Carryover Amount, each Borrower may, and carry-forward amount available for any fiscal year may permit any be used until the entire amount of its Subsidiaries to, contract for, purchase or make any Unfunded the Permitted Capital Expenditure Amount for such fiscal year (without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded carry-forward amount) shall have been used to make Capital Expenditures. For purposes Expenditures and (c) if the carry-forward amount available for any fiscal year is the sum of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as amounts carried forward from each of the last day two immediately preceding fiscal years, no portion of such carry-forward amount from the earlier of the most recently ended two immediately preceding fiscal quarter years may be used until the entire portion of such carry-forward amount from the more recent immediately preceding fiscal year shall have been used for the four (4) such Capital Expenditures made in such fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisyear).

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Loan Parties and their Subsidiaries in an aggregate amount any Fiscal Year set forth below to exceed the percentage set forth below of the Consolidated EBITDA for all Borrowers the immediately preceding Fiscal Year: Fiscal Year Ending In Percentage of Consolidated EBITDA July 28, 2006 through August 3, 2007 65% August 1, 2008 and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000thereafter 60% ; provided, however, in that (i) if, for any Fiscal Year, the event Unfunded amount of Capital Expenditures during any fiscal year are less than the amount permitted allowed above for such fiscal yearFiscal Year exceeds the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year, then the unused amount (the “Carryover Amount”) may Borrower and its Subsidiaries shall be carried over and used entitled to make additional Capital Expenditures in the immediately succeeding fiscal year subject Fiscal Year in an amount (such amount being referred to herein as the “Capex Carryover”) equal to the following limitations: lesser amount of (ix) the Capex Carryover and (y) 15% of such amount of Capital Expenditures allowed above for such Fiscal Year and (ii) in determining whether any Xxxxxxxxx Amount amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the last Capex Carryover amount spent from the prior Fiscal Year that has been allocated to such current Fiscal Year; provided, further, that notwithstanding the foregoing limitations contained in such succeeding fiscal year; (ii) with respect to this Section 5.02, the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or shall be permitted to make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up in respect of “land banking” in an aggregate amount not to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisexceed $15,000,000.

Capital Expenditures. Each Borrower will not, and will not Make or permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures during any fiscal year in an aggregate excess of the amount for all Borrowers and Subsidiaries set forth below opposite such fiscal year: Fiscal Period Amount ------------- ------ Fiscal Year Ending July 31, 1996 $55,000,000 Fiscal Year Ending July 31, 1997 $50,000,000 Fiscal Year Ending July 31, 1998 $35,000,000 Fiscal Year Ending July 31, 1999 $35,000,000 Fiscal Year Ending July 31, 2000 or thereafter $37,000,000 provided, however, that (i) the amount set forth above with respect to any fiscal year shall be increased by the amount, if any, by which the Net Cash Proceeds received during such fiscal year in respect of any Prepayment Event described in clause (2) or (3) of the definition of such term exceeds the aggregate principal amount of Rollover Term Loans prepaid with respect to such Prepayment Event pursuant to Section 2.12(d) or deposited or applied pursuant to Section 2.12(g) in lieu of such prepayment, (ii) the amount 103 98 set forth above with respect to any fiscal year (other than the fiscal year ending December July 31, 20201996) shall be increased by the amount, in excess if any, by which the amount of $40,000,000, (ii) in Excess Cash Flow for the immediately preceding fiscal year ending December 31, 2021, in excess exceeds the aggregate principal amount of $50,000,000Rollover Term Loans prepaid pursuant to Section 2.12(e) by reference to such Excess Cash Flow, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded if Capital Expenditures during made in any fiscal year are less than the applicable maximum amount permitted for set forth above opposite such fiscal yearyear (plus the additional amount, then the unused amount (the “Carryover Amount”) may be carried over and used if any, of Capital Expenditures permitted in the immediately succeeding such fiscal year subject period pursuant to the following limitations: clauses (i) any Xxxxxxxxx Amount and (ii) above, but excluding the additional amount, if any, of Capital Expenditures permitted in such fiscal period as a result of a carryover from the preceding fiscal period by reason of this clause), then an amount equal to the lesser of such shortfall or $15,000,000 shall be deemed carried forward and added to be the last amount spent of Capital Expenditures permitted in such succeeding the next fiscal year; provided further, however, that the amount of any consideration paid or given in connection with a Permitted Acquisition in reliance upon sub- clause (iiB) with respect to the first 50% or (C) of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and clause (iii) with respect of the definition of "Permitted Acquisition" shall not thereafter be available for Capital Expenditures pursuant to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisforegoing proviso.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or become legally obligated to make any expenditure or commitments for Unfunded Consolidated Capital Expenditures in an the aggregate amount for all Borrowers the Borrower and its Restricted Subsidiaries during any fiscal year (i) in calculated for the entire fiscal year ending December 31, 20202005, including the period prior to the Closing Date) in excess of an amount exceeding an amount equal to (i) $40,000,000, 80,000,000 in such fiscal year (the “Base Amount”); plus (ii) an aggregate amount in addition to the fiscal year ending December 31Base Amount after the Closing Date equal to $80,000,000; provided that, 2021, in excess to the extent the Base Amount exceeds the aggregate amount of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Consolidated Capital Expenditures (other than amounts permitted to be made pursuant to the second proviso below) actually made during any such fiscal year are less than year, such excess amount (up to an aggregate of 50% of the amount permitted of the Base Amount for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in forward to (but only to) the immediately next succeeding fiscal year subject (any such amount to be certified by the Borrower to the following limitations: (i) Administrative Agent in the Compliance Certificate delivered for the last fiscal quarter of such fiscal year, and any Xxxxxxxxx Amount such amount carried forward to a succeeding fiscal year shall be deemed to be used prior to the last amount spent in Borrower and the Restricted Subsidiaries using the Base Amount for such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6carry-forward); provided, further that, the “CapEx Test” limitation in the foregoing sentence shall mean Borrowers’ Fixed Charge Coverage Ratio be exclusive of (calculated i) the amount of Consolidated Capital Expenditures actually made with cash capital contributions made to give effect to such Unfunded Capital Expenditures) as the Borrower or any of the last day Restricted Subsidiaries, directly or indirectly, by Xxxxxx, after the Closing Date and specifically identified in a certificate delivered by a Responsible Officer of the most recently ended fiscal quarter Borrower to the Administrative Agent on or about the time such capital contribution is made (but in any event prior to the time of the Capital Expenditure made with such capital contribution), and (ii) any portion of any Acquisition that is permitted under Section 8.13 that is accounted for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on as a pro forma basisCapital Expenditure.

Capital Expenditures. Each (a) Make or commit to make any Capital Expenditure, except Capital Expenditures of the Borrower will not, and will not permit any of its Subsidiaries toin the ordinary course of business not exceeding $500,000,000 during fiscal year 2006, contract for$475,000,000 during fiscal year 2007, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers $425,000,000 during fiscal year 2008 and Subsidiaries $450,000,000 during each fiscal year thereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the fiscal year ending December 31for which it is permitted, 2020, may be carried over for expenditure in excess of $40,000,000, the next succeeding fiscal year and (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures made pursuant to this Section during any fiscal year are less than the amount shall be deemed made, first, in respect of amounts permitted for such fiscal yearyear as provided above and, then the unused amount (the “Carryover Amount”) may be second, in respect of amounts carried over and used in from the immediately succeeding prior fiscal year subject pursuant to clause (a) above. Notwithstanding anything to the following limitations: (i) contrary with respect to any Xxxxxxxxx Amount fiscal year of the Borrower 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 fiscal year shall be deemed increased by an amount equal to be the last quotient obtained by dividing (A) the amount spent of such Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such succeeding fiscal yearPermitted Acquisition, by (B) three (such amount, the "Acquired Permitted Capital Expenditure Amount"); (ii) provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first 50% sentence of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) this Section 6.6 with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to fiscal year shall be increased by an amount that allows any such Borrowers and/or Subsidiaries equal to be in compliance with the CapEx Test after giving effect to such Unfunded product of (x) the Acquired Permitted Capital Expenditures. For purposes of this Section 7.6Expenditure Amount and (y) a fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as fiscal year and the denominator of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending which is not less than 1.25 to 1.00 on a pro forma basis365 or 366, if applicable.

Capital Expenditures. Each Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each Fiscal Year, the amount set forth below opposite such Fiscal Year: Fiscal Year Maximum Capital Expenditures 2011 $ 35,000,000 2012 $ 40,000,000 2013 $ 47,000,000 2014 $ 53,000,000 2015 $ 60,000,000 ; provided, however, that if at any time, the Consolidated Total Lease Adjusted Leverage Ratio, as demonstrated in a Compliance Certificate reasonably satisfactory to the Administrative Agent, is less than 4.00 to 1.00 for the Measurement Periods ended as at the end of the two immediately prior Fiscal Quarter end dates, the restrictions set forth in this Section 7.12 shall not apply until the earlier of (i) the end of the applicable Fiscal Year or (ii) the date on which the Consolidated Total Lease Adjusted Leverage Ratio, as the end of a Measurement Period for any successive Fiscal Quarters as demonstrated in a compliance certificate reasonably satisfactory to the Administrative Agent, is equal to or greater than 4.00 to 1.00; and ; provided further, however, that if as of the last day of any Fiscal Year, the Borrower and its Subsidiaries have made Capital Expenditures in the period consisting of four Fiscal Quarters then ended in an aggregate amount less than the applicable amount set forth above, then so long as no Event of Default is then continuing, an amount equal the lesser of (i) fifty percent (50%) of the unused portion of such permitted Capital Expenditures for such Fiscal Year (excluding any unused amounts carried over from Fiscal Year prior to such Fiscal Year) and (ii) twenty-five 113 percent (25%) of the maximum amount of Capital Expenditures permitted for such Fiscal Year (excluding any unused amounts carried over from the Fiscal Year prior to such Fiscal Year) as reflected in the table set forth above may be carried over for expenditure in the immediately following Fiscal Year. Notwithstanding the foregoing, the Borrower will notnot enter into any new lease arrangements and will not permit any of its Subsidiaries to enter into any new lease arrangements (other than leases which are subject to a binding written commitment on the Closing Date), and will not make, and will not permit any of its Subsidiaries toto make, contract forany uncommitted Capital Expenditures, purchase unless the Consolidated Total Lease Adjusted Leverage Ratio for the Measurement Period most recently completed, after giving pro forma effect to such lease or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31Expenditure, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are is 0.25 less than the amount permitted Consolidated Total Lease Adjusted Leverage Ratio required for such fiscal yearMeasurement Period, then such compliance to be determined on the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject financial information most recently delivered to the following limitations: Administrative Agent pursuant to Section 6.01(a) or (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower mayb), and may permit any no Default or Event of its Subsidiaries to, contract for, purchase Default then exists or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basiswould result therefrom.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract forany Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Parent and its Subsidiaries (excluding expenditures made with Net Cash Proceeds that shall have been reinvested in accordance with this Agreement and the reimbursement of insurance proceeds) in any period set forth below to exceed (1) during the Suspension Period, purchase U.S.$15,000,000 and (2) at any time after the expiration of the Suspension Period, the sum of (a) 25% of the increase (the "Increase Portion") in Consolidated Pro Forma Adjusted EBITDA due solely to the consummation of a Permitted Acquisition or Pending Acquisition during such period or any prior period (such Increase Portion to be applied pro rata for the remaining of the Fiscal Year in which such Permitted Acquisition or Pending Acquisition is consummated), and (b) the amount set forth below for such period: ====================================================== Fiscal Year Ending In Amount ------ ------------------------------------------------------ December 31, 2001 U.S.$48,000,000 December 31, 2002 U.S.$50,000,000 December 31, 2003 U.S.$53,000,000 December 31, 2004 U.S.$56,000,000 December 31, 2005 U.S.$59,000,000 For each Fiscal Year thereafter U.S.$62,000,000 ====================================================== Notwithstanding the foregoing, in the event that the amount of Capital Expenditures permitted to be made in any Fiscal Year (before giving effect to any increase in such permitted expenditure amount pursuant to this sentence) exceeds the amount of Capital Expenditures made during such Fiscal Year, such excess (the "Rollover Amount") may be carried forward and utilized to make any expenditure or commitments for Unfunded Capital Expenditures in an the next succeeding Fiscal year, provided that in no event shall the aggregate amount of Capital Expenditures made during any Fiscal Year pursuant to this sentence exceed 150% of the Capital Expenditures that would be permitted to be made but for all Borrowers and Subsidiaries (i) in the fiscal year provisions of this sentence; provided, further that the amount set forth above for the Fiscal Year ending December 31, 2020, in excess 2003 shall be reduced by the aggregate amount of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded any Capital Expenditures made during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisSuspension Period."

Capital Expenditures. Each The Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Consolidated Capital Expenditures in any Fiscal Year to exceed in the aggregate an aggregate amount for all Borrowers and Subsidiaries equal to the greater of (i) in $55,000,000 (such amount for any Fiscal Year being referred to as the fiscal year “Base CapEx Amount” for such Fiscal Year) and (ii) if the Borrower or any Restricted Subsidiary shall have consummated any Material Acquisition (excluding the Merger) after the Closing Date, the Material Acquisition CapEx Amount for such Fiscal Year (determined as of the date of consummation of the Material Acquisition most recently consummated after the Closing Date and on or prior to the last day of such Fiscal Year); provided that (A) commencing with the Fiscal Year ending on December 31, 20202018, the portion of the Base CapEx Amount for any Fiscal Year that has not been expended to make Consolidated Capital Expenditures during such Fiscal Year (but not in excess of $40,000,000, (ii) in 50% of the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted Base CapEx Amount for such fiscal year, then the unused amount (the “Carryover Amount”Fiscal Year) may be carried over and used for expenditure in the immediately succeeding fiscal year subject to the following limitations: Fiscal Year and (iB) Consolidated Capital Expenditures made during any Xxxxxxxxx Amount Fiscal Year shall be deemed to be use, first, the last amount spent in Base CapEx Amount for such succeeding fiscal year; (ii) with respect to the first 50% Fiscal Year and, second, any portion of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with Base CapEx Amount for the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount immediately preceding Fiscal Year that has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect carried over to such Unfunded Capital ExpendituresFiscal Year pursuant to clause (A) above. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.foregoing:

Capital Expenditures. Each Make or commit to make any Capital Expenditures, except that Borrower will notand its Qualified Subsidiaries may make or commit to make Capital Expenditures not exceeding the amount set forth below (the “Base Amount”) for each of the fiscal years of Borrower set forth below: Fiscal Year Base Amount 2011 $ 50,500,000 2012 $ 54,200,000 2013 $ 58,100,000 2014 $ 62,200,000 2015 and each subsequent fiscal year $ 66,400,000 provided that for any period set forth above, the Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (without giving effect to any increase) not spent in the immediately preceding period (the “CapEx Carryforward Amount”), and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded that Capital Expenditures in any period shall be deemed first made from the Base Amount applicable to such period; provided, further, that additional Capital Expenditures may be made in an aggregate amount not to exceed the Available Amount (without giving effect to clause (a) of the definition thereof for all Borrowers such purpose). With respect to any fiscal year of Borrower during which a Permitted Acquisition is consummated and Subsidiaries for each fiscal year of Borrower subsequent thereto, the Base Amount applicable to such fiscal year shall be increased by an amount equal to 15% of the net revenue of the acquired entity for the most recent fiscal year of such entity (i) as set forth in the fiscal year ending December 31audited financial statements of such entity for such period or, 2020if such audited financial statements are not available, in excess of $40,000,000, (ii) as set forth in the fiscal year ending December 31most recent financial statements of such entity delivered to Borrower by such entity or the seller thereof in connection with such Permitted Acquisition) (the amount of such increase, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Acquired Base Amount”); provided, howeverfurther, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal yearthat, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% fiscal year of Borrower during which any such Permitted Acquisition occurs, the Carryover Amount, each Borrower may, and may permit any Base Amount applicable to such fiscal year shall be increased by an amount equal to the product of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with (x) the CapEx Test; Acquired Base Amount and (iiiy) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as fiscal year of Borrower and the last day denominator of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending which is not less than 1.25 to 1.00 on a pro forma basis365.

Capital Expenditures. Each Other than with respect to Prisma -------------------- Capital Expenditures, which are covered by the following sentence, the Borrower will not, shall not make or incur (or commit to make or incur) and will shall not permit any of its Subsidiaries to, contract for, purchase to make or incur (or commit to make any expenditure or commitments for Unfunded incur) Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the 1998 fiscal year ending December 31, 2020which exceed, in excess of the aggregate, $40,000,0001,000,000, (ii) in the 1999 fiscal year ending December 31, 2021which exceed, in excess of the aggregate, $50,000,0001,000,000 in connection with the Borrower's Date-Sensitive System (the "DSS Capex") and $1,000,000 in connection with any other Capital Expenditures (the "Other Capex"), and (iii) in the 2000 fiscal year ending December 31, 2022and any fiscal year thereafter which exceed, in excess of the aggregate, $60,000,000, 1,000,000 for such fiscal year; provided that if the maximum amount set forth above -------- for any period in clauses (ii) and (iviii) exceeds the aggregate amount of Capital Expenditures made or incurred (or committed to be made or incurred) during such period (such excess, the "CE Excess"), then the maximum amount set forth above for the following period (but not any subsequent periods) shall be increased by the amount of CE Excess; provided further, that ---------------- calculations of CE Excess during the 1999 fiscal year shall only be made with respect to Other Capex and not DSS Capex. The Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its Subsidiaries to make or incur (or commit to make or incur) Prisma Capital Expenditures other than Prisma Capital Expenditures which do not exceed, in the aggregate, $250,000 in each of the Borrower's 1998 and 1999 fiscal year ending December 31, 2023, in excess of $60,000,000years; provided, however, that Prisma Capital Expenditures in the event Unfunded Capital Expenditures during 2000 -------- fiscal year and any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount thereafter shall be deemed to be applied against the last amount spent limitation set forth in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and clause (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis."

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the the90,000,000 in any fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Carryover Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis...

Capital Expenditures. Each Borrower will not, and will not permit any Permit the aggregate amount of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures made by the Borrower and the Restricted Subsidiaries in an aggregate amount for all Borrowers and Subsidiaries any period set forth below to exceed (i) the amount of such Capital Expenditures made with the portion, if any, of the Available Retained Basket Amount on the date of any election that the Borrower elects to apply to this Section 6.10(i), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such Capital Expenditure, increase the Available Retained Basket Usage Amount), plus (ii) the amount set forth below for such period: Fiscal Year Amount 2011 $ 350,000,000 2012 $ 200,000,000 2013 $ 200,000,000 2014 $ 200,000,000 2015 and thereafter $ 200,000,000 90 The amount of permitted Capital Expenditures set forth in the table above in respect of any fiscal year commencing with the fiscal year ending on December 31, 2020, in excess 2012 (the “Specified Permitted CapEx Amount”) shall be increased (but not decreased) by the amount of $40,000,000, (ii) in the unused Specified Permitted CapEx Amount for the immediately preceding fiscal year ending December 31, 2021, (the “CapEx Rollover Amount”); provided that any CapEx Rollover Amount shall be available to be used in excess of $50,000,000, (iii) in the such fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in only after the Specified Permitted CapEx Amount for such fiscal year ending December 31has been fully used in such fiscal year. In addition, 2023, in excess the amount of $60,000,000; provided, however, in the event Unfunded permitted Capital Expenditures during that would otherwise be permitted in any fiscal year are less than pursuant to this Section 6.10 (including as a result of the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”preceding sentence) may be carried over and used in increased by an amount not to exceed 50% of the Specified Permitted CapEx Amount for the immediately succeeding fiscal year subject (the “CapEx Pull Forward Amount”); provided that before any Capital Expenditures are made in a fiscal year pursuant to the following limitations: (i) any Xxxxxxxxx Amount CapEx Pull Forward Amount, Capital Expenditures shall be deemed to be the last amount spent have been made in such fiscal year in an amount equal to the Capital Expenditures otherwise permitted in such fiscal year (including as a result of the application of the preceding sentence). The actual CapEx Pull Forward Amount that is used in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the Specified Permitted CapEx Amount for the immediately succeeding fiscal year; . Notwithstanding anything to the contrary in this paragraph, the amount of Capital Expenditures permitted to be made pursuant to clause (ii) with respect to of this Section 6.10 (including as a result of the first 50application of the preceding sentences) in any fiscal year shall not exceed 200% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the Specified Permitted CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until for such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisyear.

Capital Expenditures. Each Incur, or permit to be incurred by the Borrower will notand the Restricted Subsidiaries, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in the aggregate during each Fiscal Year set forth below in excess of the maximum amount set forth below for such Fiscal Year: FISCAL YEAR ENDING (ON OR ABOUT) MAXIMUM CAPITAL EXPENDITURES Fiscal Year ending March 31, 2013 $48,800,000 Fiscal Year ending March 31, 2014 $51,200,000 Fiscal Year ending March 31, 2015 $54,500,000 Fiscal Year ending March 31, 2016 $51,000,000 Fiscal Year ending March 31, 2017 $56,000,000 provided, however, that, (a) to the extent that actual Capital Expenditures incurred in any such Fiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this clause (a)), 100% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above, be available for Capital Expenditures in the next succeeding Fiscal Year; which Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts permitted pursuant to this Section 9.14 without giving effect to this clause (a) and then, in respect of any amount permitted solely by reason of this clause (a), and (b) to the extent that Capital Expenditures for any Fiscal Year exceed the applicable amount set forth above for such Fiscal Year (without giving effect to the pull-forward permitted by this clause (b)), an aggregate amount equal to up to 50% of the amount allocated to the succeeding year (but not any year thereafter) may be carried back and utilized to make Capital Expenditures during such Fiscal Year (and the amount permitted in such subsequent year shall be reduced by the amount so carried back); provided further that with respect to any Fiscal Year in which an Acquisition permitted under this Agreement is consummated and for all Borrowers and Subsidiaries each Fiscal Year subsequent thereto, the maximum amount Capital Expenditures for any Fiscal Year set forth above shall be increased (subject to the next succeeding proviso) by an amount equal to 130% of the quotient obtained by dividing (A)(i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the thirty-six (36) month period immediately preceding the consummation of such Acquisition by (ii) three (3) (the “Acquired Capital Expenditure Amount”) or (B) if the acquired entity, business or asset(s) has been in existence for less than thirty-six (36) months prior to the consummation of the Acquisition, (i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the number of months such acquired entity, business or asset(s) has been in existence prior to the fiscal consummation of such Acquisition by (ii) the number of years rounded to the nearest 1/12 of one year ending December 31such acquired entity, 2020business or asset(s) has been in existence prior to the consummation of such Acquisition; provided still further that, with respect to any Fiscal Year during which any such Acquisition occurs, the permitted Capital Expenditures amount applicable to such Fiscal Year shall be increased by an amount equal to the product of (x) the Acquired Capital Expenditure Amount, and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as applicable. Notwithstanding anything to the contrary herein, and without limiting the provisions of the immediately preceding paragraph, the Borrower and the Restricted Subsidiaries may make Capital Expenditures in excess of $40,000,000the maximum amounts set forth above for any Fiscal Year by utilizing amounts that would otherwise have been available to the Borrower and the Restricted Subsidiaries to (i) create, incur or assume Indebtedness or Disqualified Equity Interests under Sections 9.3(l), (ii) to make Investments under Sections 9.2(m), or (iii) to make Restricted Payments under Sections 9.6(k); provided that the Borrower shall have designated to the Administrative Agent in writing signed by a Responsible Officer such amounts so utilized; and provided further that the amount (or liquidation value, in the fiscal year ending December 31case of Disqualified Equity Interests) of any such Indebtedness, 2021Disqualified Equity Interests, Investments or Restricted Payments that could otherwise have been created, incurred, assumed or made, as applicable, under any such Section by the Borrower or any Restricted Subsidiary that is instead utilized to make Capital Expenditures in any Fiscal Year in excess of $50,000,000, the amounts otherwise permitted pursuant to this Section 9.14 in such Fiscal Year (iii) in taking into account the fiscal year ending December 31, 2022, in excess of $60,000,000, carryover and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used pull-forward provisions in the immediately succeeding fiscal year subject to the following limitations: (ipreceding paragraph) any Xxxxxxxxx Amount shall be deemed reduced Dollar-for-Dollar by the amount thereof utilized to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows in any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisFiscal Year.

Capital Expenditures. Each of the Parent Guarantor and the U.S. Borrower will not, and will not permit any of its their respective Subsidiaries to, contract for, purchase make or commit to make any expenditure Capital Expenditures, except that the U.S. Borrower and its Subsidiaries may make or commitments commit to make Capital Expenditures not exceeding the amount set forth below (the "Base Amount") for Unfunded each of the Fiscal Years (or, in the case of the Fiscal Year ended December 31, 2005, from the Effective Date to December 31, 2005) of the U.S. Borrower set forth below: FISCAL YEAR ENDED BASE AMOUNT ----------------- ------------ Effective Date -- December 31, 2005 $105 million 124 FISCAL YEAR ENDED BASE AMOUNT ----------------- ------------ December 31, 2006 $150 million December 31, 2007 $140 million December 31, 2008 $140 million December 31, 2009 $150 million December 31, 2010 $160 million December 31, 2011 $145 million ; provided that for any period set forth above, other than during the continuance of a Boeing Funded Capital Expenditures Shortfall Event, the Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period up to 100% of the Base Amount (without giving effect to any increase) not spent in any preceding period, and that Capital Expenditures in an aggregate amount for all Borrowers any period shall be deemed first made from the Base Amount applicable to such period in any given period; and Subsidiaries provided that, upon the occurrence and during the continuance of a Boeing Funded Capital Expenditures Shortfall Event, (ix) in the fiscal year ending December 31case of Boeing Shortfall Amounts owed with respect to Boeing Funded Capital Expenditures made by Loan Parties during the first three Fiscal Quarters of any Fiscal Year, 2020, in excess the Base Amount for such Fiscal Year set forth above shall be decreased by 125% of $40,000,000, such Boeing Shortfall Amounts and (iiy) in the fiscal year ending December 31case of Boeing Shortfall Amounts owed with respect to Boeing Funded Capital Expenditures made by Loan Parties during the fourth Fiscal Quarter of any Fiscal Year, 2021the Base Amount for the following Fiscal Year set forth above shall be decreased by 125% of such Boeing Shortfall Amounts (the Base Amount for any Fiscal Year as adjusted by clauses (x) and/or (y), the "Adjusted Base Amount"); and provided, further, that with respect to such Boeing Shortfall Amounts owed with respect to Boeing Funded Capital Expenditures made in excess the third Fiscal Quarter of $50,000,000any Fiscal Year, to the extent that Capital Expenditures made during such Fiscal Year exceed the Adjusted Base Amount for such Fiscal Year (the amount by which such Capital Expenditures exceed such Adjusted Base Amount, the "Excess Capital Expenditures"), (iiia) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount Loan Parties shall be deemed to be in compliance with this Section 6.14 if (i) the last amount spent in U.S. Borrower delivers a notice to the Administrative Agent stating the Loan Parties will not make any additional Capital Expenditures (other than Capital Expenditures that the Loan Parties had prior to such succeeding fiscal year; time irrevocably committed to make) during such Fiscal Year and (ii) with respect the Loan Parties do not make any additional Capital Expenditures (other than Capital Expenditures that the Loan Parties had prior to such time irrevocably committed to make) in such Fiscal Year and (b) the first 50% of Base Amount (or the Carryover Adjusted Base Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with if applicable) for the CapEx Test; and (iii) with respect to following Fiscal Year shall be decreased by the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Excess Capital Expenditures. For purposes the avoidance of this Section 7.6doubt, to the extent that the Base Amount for any Fiscal Year was decreased as a result of a Boeing Funded Capital Expenditures Shortfall Event, upon the cure of the Boeing Funded Capital Expenditures Shortfall Event by the reimbursement by Seller in full of the Boeing Shortfall Amount, the “CapEx Test” Base Amount for such Fiscal Year shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated be reinstated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter amount it would have been but for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisBoeing Funded Capital Expenditures Shortfall Event.

Capital Expenditures. Each (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase make or commit to make any expenditure or commitments for Unfunded Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $130,000,000 in any Fiscal Year plus Available Retained Excess Cash Flow; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year, provided further that it is understood and agreed that the Borrower shall be permitted to carry forward all Borrowers unused amounts for the 2009 Fiscal Year accumulated pursuant to Section 7.2.7 of the Original Credit Agreement for usage in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and Subsidiaries 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 (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Acquired Permitted Capital Expenditure Amount”); provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% 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 Carryover Amount, each Borrower may, and may permit any product of its Subsidiaries to, contract for, purchase or make any Unfunded (x) the Acquired Permitted Capital Expenditure without complying with the CapEx Test; Amount and (iiiy) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the last day actual number of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdays in such Fiscal Year.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or commit to make any expenditure or commitments for Unfunded Capital Expenditure, except Capital Expenditures of the Restricted Group Members in an aggregate amount for all Borrowers the ordinary course of business made while no Event of Default has occurred and Subsidiaries is continuing not exceeding in any fiscal year of the Borrower the sum of (i) in the fiscal year ending December 31, 2020, in excess of $40,000,00018,000,000, (ii) in an amount equal to 50% of the aggregate excess of LTM EBITDA for the prior fiscal year ending December 31, 2021, over the minimum LTM EBITDA required by Section 6.1(a) for such fiscal year (without adding in excess of $50,000,000any Non-Operating Asset Sale Proceeds as permitted by the proviso to such Section), (iii) in the an amount equal to Non-Operating Asset Sale Proceeds received during such fiscal year ending December 31year, 2022, in excess up to a maximum of $60,000,0004,000,000 for this clause (iii), and (iv) an amount equal to 50% of the Non-Operating Asset Sale Proceeds received during such fiscal year from any additional Disposition of Non-Operating Assets permitted pursuant to the proviso to Section 6.5(e); provided, that any such amount referred to above, if not so expended in the fiscal year ending December 31for which it is permitted, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used for expenditure in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such next succeeding fiscal year; and provided, further, that the Restricted Group Members shall be permitted to make additional Capital Expenditures (iiA) as described on Schedule 6.7 so long as (x) such Capital Expenditures do not exceed in any such fiscal year the amount set forth for such fiscal year on Schedule 6.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal year is not expended in such fiscal year for such item, the amount for such item not so expended in such fiscal year may be expended for such item in any subsequent fiscal year) and are for the items described on such Schedule 6.7 and (y) for each such described item, the amount expended on such item does not exceed the amount set forth on such Schedule for such item; (B) in respect of the conversion of operating leases existing on the Closing Date and listed on Schedule 6.13 into Capital Leases within 60 days after the Closing Date and (C) with the Net Cash Proceeds of any Recovery Event with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount which a Reinvestment Notice has been extinguisheddelivered in accordance with Section 2.9(b), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower will not, and will not permit any of its Subsidiaries toduring each fiscal year set forth below, contract forthe amount set forth opposite such fiscal year: Amount Fiscal Year Ending December 31, purchase or 2012 $ 65,000,000 Fiscal Year Ending December 31, 2013 $ 70,000,000 Fiscal Year Ending December 31, 2014 $ 75,000,000 Fiscal Year Ending December 31, 2015 $ 80,000,000 Fiscal Year Ending December 31, 2016 $ 85,000,000 Fiscal Year Ending December 31, 2017 $ 90,000,000 Fiscal Year Ending December 31, 2018 $ 100,000,000 ; provided, however, that any portion of any amount set forth above, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the immediately following fiscal year; and provided further that if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition to the foregoing Capital Expenditures, the Borrower and its Subsidiaries may make any expenditure or commitments for Unfunded additional Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in up to the Cumulative Retained Excess Cash Flow. For any fiscal year ending December 31, 2020, in excess of $40,000,000during which (x) a Permitted Acquisition is consummated or (y) an Investment pursuant to Sections 7.03(i), (iil) in the fiscal year ending December 31, 2021, in excess of $50,000,000, or (iiiq) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howeveris consummated, in the event Unfunded case of this clause (y), to the extent the Equity Interests in, or all or substantially all of the assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person is acquired, and for each fiscal year thereafter, the amount available for Capital Expenditures during any fiscal year are less than otherwise permitted under this Section shall increase by an amount equal to the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with made by the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter acquired person or business for the four (4) fiscal quarter 12-month period then ending is not less than 1.25 to 1.00 on a pro forma basisimmediately preceding such Permitted Acquisition or Investment.

Capital Expenditures. Each Make or commit to make (by way of the acquisition of securities of a Person or otherwise) (i) any Capital Expenditure in respect of major maintenance expenses of the Borrower will not, and will not permit its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth below if the amount of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded all such Capital Expenditures in an aggregate such fiscal year would exceed the amount for set forth below opposite such fiscal year: Fiscal Year Maximum Capital Expenditures 2007 $ 385,000,000 2008 $ 388,000,000 2009 $ 250,000,000 2010 $ 295,000,000 or (ii) any other Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth on Schedule 6.15 to the Existing Facility Credit Agreement if the amount of all Borrowers and Subsidiaries such Capital Expenditures in such fiscal year would exceed the amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (ii), (a) any such amount, if not so expended in the fiscal year ending December 31for which it is permitted, 2020may be carried over for expenditure in the next succeeding fiscal year, and (b) at the Borrower’s election, the amount of Capital Expenditures permitted in excess any fiscal year may be increased by reducing the permitted amount of $40,000,000Capital Expenditures in the next succeeding fiscal year in an amount equal to such increase. In addition, the Loan Parties shall be permitted to make Capital Expenditures financed with Net Cash Proceeds of issuances and sales of Capital Stock (iiprovided that such Capital Expenditures are made in assets owned by Loan Parties and Restricted Subsidiaries) and Reinvestment Deferred Amounts to the extent permitted under the Existing Facility Credit Agreement without reducing the amount permitted for any fiscal year set forth in the immediately preceding sentence; provided that any such amount, if not so expended in the fiscal year ending December 31for which it is permitted, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used for expenditure in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such next succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower will not, and will not permit any of its Subsidiaries toduring each fiscal year set forth below, contract forthe amount set forth opposite such fiscal year: Amount Fiscal Year Ending December 31, purchase or 2012 $ 65,000,000 Fiscal Year Ending December 31, 2013 $ 70,000,000 Fiscal Year Ending December 31, 2014 $ 75,000,000 Fiscal Year Ending December 31, 2015 $ 80,000,000 Fiscal Year Ending December 31, 2016 $ 85,000,000 Fiscal Year Ending December 31, 2017 $ 90,000,000 ; provided, however, that any portion of any amount set forth above, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the immediately following fiscal year; and provided further that if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition to the foregoing Capital Expenditures, the Borrower and its Subsidiaries may make any expenditure or commitments for Unfunded additional Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in up to the Cumulative Retained Excess Cash Flow. For any fiscal year ending December 31, 2020, in excess of $40,000,000during which (x) a Permitted Acquisition is consummated or (y) an Investment pursuant to Sections 7.03(i), (iil) in the fiscal year ending December 31, 2021, in excess of $50,000,000, or (iiiq) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howeveris consummated, in the event Unfunded case of this clause (y), to the extent the Equity Interests in, or all or substantially all of the assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person is acquired, and for each fiscal year thereafter, the amount available for Capital Expenditures during any fiscal year are less than otherwise permitted under this Section shall increase by an amount equal to the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with made by the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter acquired person or business for the four (4) fiscal quarter 12-month period then ending is not less than 1.25 to 1.00 on a pro forma basisimmediately preceding such Permitted Acquisition or Investment.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an that would cause the aggregate amount for of all Borrowers such Capital Expenditures made by the Borrower and its Subsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal Year (which, in the fiscal year case of the Fiscal Year ending December 31, 20201996, shall mean the period from May 1, 1996 to December 31, 1996) plus the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in excess Parent in such Fiscal Year to the extent such amount was contributed to the Borrower or any of $40,000,000its Subsidiaries as a capital contribution in such Fiscal Year in accordance with the terms of the Loan Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the fiscal first year of its operations, revenues for such Fiscal Year) of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and (iii) for any Fiscal Year after the Fiscal Year ending December 31, 20211996, in excess an amount equal to the lesser of $50,000,000, 10,000,000 and the amount (iiiif any) by which the amount of Capital Expenditures permitted to be made in the fiscal year ending December 31, 2022, immediately preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the amount of Capital Expenditures actually made in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000such immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be made by the Borrower and its Subsidiaries (x) during the period from the Second Closing Date to December 31, 1998, in an aggregate amount not to exceed $10,000,000 solely for management information system and point of sale projects of the type described in Schedule 5.02(q) hereto and (y) after the Second Closing Date, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 1997 and the Fiscal Year ending December 31, 1998, solely for purposes of making improvements to newly acquired or existing bowling centers, provided, further, that to the extent that any Capital Expenditures permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (y) shall not have been so made, such Capital Expenditures may be made in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal yearFiscal Year ending December 31, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis1998.

Capital Expenditures. Each Borrower will notNot make, and will not or permit any of its Ongoing Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by MEDIQ and its Ongoing Subsidiaries in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of any Fiscal Year to exceed $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,00014,000,000; provided, however, that if any Investment pursuant to Section 5.02(f)(i) or (vi) shall have occurred, for each increment of $3,000,000 of EBITDA, as determined at any time during such Fiscal Year on a historical basis for the twelve month period ending on the date of such determination, attributable to all such Investments, the amount specified above shall be increased by an increment of $1,000,000, so long as such total amount shall not exceed $20,000,000; provided, further, that if, at the end of any Fiscal Year (the "Prior Fiscal Year"), the amount specified above for such Fiscal Year exceeds the amount of Capital Expenditures made by the Borrower during such Fiscal Year (the amount of such excess being the "Excess Amount"), MEDIQ and its Ongoing Subsidiaries shall be entitled to make additional Capital Expenditures in the event Unfunded succeeding Fiscal Year in an amount (such amount being referred to herein as the "Carryover Amount") equal to the lesser of (i) the Excess Amount and (ii) 1/3 of the amount specified above for the Prior Fiscal Year and, provided still further that the amount of Capital Expenditures during any fiscal year are less than Fiscal Year may be increased by an amount equal to 100% minus the applicable Recapture Percentage multiplied by the amount permitted of Excess Cash Flow for such fiscal yearthe prior Fiscal Year ratably reduced by the sum of (A) the amount of any payment of dividends pursuant to Section 5.02(g)(ii), then (B) the unused amount of any repurchase of stock pursuant to Section 5.02(g)(ii), (C) the “Carryover Amount”amount of any Investments made pursuant to Section 5.02(f)(vi) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iiiD) with respect the amount of any refinancing of Subordinated Notes pursuant to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished5.02(k)(i)(y)(B), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Make or commit to make any Capital Expenditure, except (a) Capital Expenditures of the Borrower will not, and will not permit any of its Subsidiaries toin the ordinary course of business not exceeding $40,000,000 in any fiscal year; provided that, contract forin connection with each Permitted Acquisition that is permitted pursuant to Section 8.8 and consummated during any fiscal year, purchase or make any expenditure or commitments for Unfunded the amount of permitted Capital Expenditures in for such fiscal year and each subsequent fiscal year shall be increased by an aggregate amount for all Borrowers equal to the product of (A) 3.5 and Subsidiaries (iB) the total monthly recurring revenue of such Permitted Acquisition (which, in the fiscal year ending December 31case of any such acquisition consummated on or prior to the fifteenth day of any month, 2020shall be the total monthly recurring revenue for the second prior month immediately preceding such acquisition and, in excess the case of $40,000,000any acquisition consummated after such fifteenth day, shall be the total monthly recurring revenue for the prior month immediately preceding such acquisition) (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Increased Expenditure Amount”); provided, howeverfurther, in that (x) the event Unfunded Capital Expenditures during any Increased Expenditure Amount for the initial fiscal year are less than shall be prorated on an annualized basis from the amount permitted date of each such acquisition for such fiscal year, then but the unused total Increased Expenditure Amount for such acquisition shall increase the amount of permitted Capital Expenditures for each subsequent fiscal year, and (y) in connection with each such Permitted Acquisition, the “Carryover Amount”) may be carried over and used Compliance Certificate delivered by the Borrower as set forth in the immediately succeeding definition of “Permitted Acquisition” shall set forth in reasonable detail the calculation of the Increased Expenditure Amount for such Permitted Acquisition, and such calculation shall be reasonably satisfactory to the Administrative Agent, in consultation with the Collateral Agent in all respects. Except as permitted pursuant to Section 8.8(h), the Borrower and its Subsidiaries shall not be permitted to make or incur any Capital Expenditures of any kind in any fiscal year subject to the following limitations: (i) in respect of any Xxxxxxxxx Amount shall be deemed to be the last Subsidiary other than a Wholly Owned Subsidiary Guarantor. The aggregate annual amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows made or incurred by Electro in any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” fiscal year shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisexceed $300,000.

Capital Expenditures. Each Borrower will notWith respect to BA and its Subsidiaries, make or commit to make any Capital Expenditure , except (a) Capital Expenditures of BA and its Subsidiaries in any fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of the corresponding amount set forth below for such period; provided, that (i) up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above, and will not permit (b) Capital Expenditures made with the proceeds of any of Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date through Fiscal Year Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 8,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 8,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 8,500,000 Notwithstanding the foregoing, BA and its Subsidiaries to, contract for, purchase or may make any expenditure or commitments for Unfunded additional Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in not to exceed the fiscal year ending December 31portion, 2020if any, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any Available Basket Amount on the date of its Subsidiaries to, contract for, purchase or make any Unfunded the making of such Capital Expenditure without complying with that BA elects to apply to this last paragraph of Section 8.7; provided that at the CapEx Test; and (iii) with respect to the second 50% time of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to such Unfunded Capital Expenditures. For purposes of the contrary, this Section 7.6, the “CapEx Test” 8.7 shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated only apply to give effect Capital Expenditures made or committed to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisbe made by BA and its Subsidiaries.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or commit to make any expenditure Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business not exceeding $35,000,000 (or commitments its equivalent in other currencies) in the aggregate for Unfunded fiscal year 2002 and any fiscal year of the Borrower thereafter; provided that (i) the Borrower may make additional Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the any fiscal year ending December 31, 2020, not in excess of $40,000,000, 50% of the unused amount from the immediately preceding fiscal year and (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures made pursuant to this clause (a) during any fiscal year are less than shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above; and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount. Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures in respect of the Southwest Plant in excess of the amount permitted for any fiscal year under the first sentence of this Section 7.7; provided that (x) such fiscal year, then the unused additional amount (the “Carryover Amount”) may be carried over and used so expended under this sentence shall not exceed $15,000,000 in the immediately succeeding fiscal year subject aggregate, (y) the Borrower may make such additional Capital Expenditures only to the following limitations: extent that at the time of the making of such additional Capital Expenditures, there is availability under one or more of the baskets set forth in Sections 7.2(g), 7.2(h), 7.8(h) and 7.8(k) and (iz) any Xxxxxxxxx Amount at or prior to the time of the making of such additional Capital Expenditures, the Borrower shall notify the Administrative Agent as to the relevant basket or baskets being utilized for such additional Capital Expenditures and the amount thereof (and upon receipt of such notice, such basket(s) shall be deemed to be permanently reduced in the last amount spent in of such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded additional Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis)."

Capital Expenditures. Each Borrower will notMake or commit to make any Capital Expenditure, except Capital Expenditures of Parent and will not permit any of its Subsidiaries tonot exceeding the Base Capital Expenditure Amount during any fiscal year or period of Parent; provided, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries that (i) the lesser of (x) any such amount referred to above, if not so expended in the fiscal year or period for which it is permitted and (y) 50% of the amount of the Base Capital Expenditure Amount for such fiscal year may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above. For purposes of the foregoing, the “Base Capital Expenditure Amount” shall be an amount equal to $100,000,000 for the fiscal year ending December 31, 20202010 and an amount equal to $110,000,000 for any subsequent fiscal year plus, in excess of $40,000,000each case, (ii) in the with respect to each fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in which an Acquisition is consummated and the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such immediately following fiscal year, then the unused an amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding for each such fiscal year subject equal to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 5040% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% EBITDA of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter Person so acquired for the four fiscal quarters of such Person immediately preceding the date of such Acquisition (4it being understood and agreed that EBITDA shall be calculated as set forth in the definition of “Parent Consolidated Adjusted EBITDA”) fiscal quarter period then ending is plus, in each case, the Net Cash Proceeds received from the issuance of Capital Stock of Parent and from the related contribution of cash to Holdings from Parent, in each case as contributed to the Borrower, that are not less than 1.25 otherwise expended pursuant to 1.00 on a pro forma basisSection 9.5(e) or 9.8(i).

Capital Expenditures. Each Borrower will not(a) Make or commit to make any Capital Expenditure, except Capital Expenditures of the Company and will not permit any of its Subsidiaries toin the ordinary 109 course of business not exceeding $500,000,000 during fiscal year 2006, contract for$475,000,000 during fiscal year 2007, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers $425,000,000 during fiscal year 2008 and Subsidiaries $450,000,000 during each fiscal year thereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the fiscal year ending December 31for which it is permitted, 2020, may be carried over for expenditure in excess of $40,000,000, the next succeeding fiscal year and (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures made pursuant to this Section during any fiscal year are less than the amount shall be deemed made, first, in respect of amounts permitted for such fiscal yearyear as provided above and, then the unused amount (the “Carryover Amount”) may be second, in respect of amounts carried over and used in from the immediately succeeding prior fiscal year subject pursuant to clause (a) above. Notwithstanding anything to the following limitations: (i) contrary with respect to any Xxxxxxxxx Amount fiscal year of the Company during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to each fiscal year shall be deemed increased by an amount equal to be the last quotient obtained by dividing (A) the amount spent of such Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such succeeding fiscal yearPermitted Acquisition, by (B) three (such amount, the "Acquired Permitted Capital Expenditure Amount"); (ii) provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first 50% sentence of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) this Section 6.06 with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to fiscal year shall be increased by an amount that allows any such Borrowers and/or Subsidiaries equal to be in compliance with the CapEx Test after giving effect to such Unfunded product of (x) the Acquired Permitted Capital Expenditures. For purposes of this Section 7.6Expenditure Amount and (y) a fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as fiscal year and the denominator of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending which is not less than 1.25 to 1.00 on a pro forma basis365 or 366, if applicable.

Capital Expenditures. Each (a) The Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures, except that (i) during the period from the Effective Date through and including December 31, 2000, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed the product of (I) 5% of the aggregate amount of the Borrower's consolidated net sales from operations for all Borrowers and Subsidiaries (i) in the its 1999 fiscal year ending multiplied by (II) a fraction, the numerator of which is the number of days from the Effective Date through December 31, 20202000 and the denominator of which is 365, in excess of $40,000,000, and (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than of the Borrower thereafter (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount permitted for of such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50Capital Expenditures does not exceed 5% of the Carryover Amount, aggregate amount of the Borrower's consolidated net sales from operations for its immediately preceding fiscal year (determined on a Pro Forma Basis for each Borrower may, and may permit any Permitted Acquisition consummated during such immediately preceding fiscal year as if same had occurred on the first day of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect such immediately preceding fiscal year). Notwithstanding anything to the second 50% contrary contained above in this Section 9.08(a) or in the definition of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded "Capital Expenditures. For ," for purposes of this Section 7.69.08(a), Capital Expenditures made by the “CapEx Test” Borrower and its Subsidiaries in any period shall mean Borrowers’ Fixed Charge Coverage Ratio be calculated net of sales of Rental Equipment by the Borrower and its Subsidiaries during such period. In addition to the foregoing, in each year in which a Permitted Acquisition is consummated the aggregate amount of Capital Expenditures permitted to be made in such year shall be increased by an amount equal to the product of (calculated to give effect to such Unfunded Capital ExpendituresI) as 20% of the last day 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 statement are available for such Acquired Entity or Business (as certified in the respective officer's certificate delivered pursuant to clause (x) of Section 8.14(a)) multiplied by (II) a fraction, the numerator of which is the number of days remaining in such fiscal quarter for year and the four (4) fiscal quarter period then ending denominator of which is not less than 1.25 to 1.00 on a pro forma basis365.

Capital Expenditures. Each Borrower will notHoldings and its Consolidated Subsidiaries shall not expend, and will not permit any of its Subsidiaries toin Capital Expenditures, contract formore than Four Million Dollars ($4,000,000), purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount the aggregate, for all Borrowers and such expenditures in any one Fiscal Year. Notwithstanding the foregoing, Holdings and/or its Consolidated Subsidiaries may expend, in Capital Expenditures, up to Ten Million Dollars (i$10,000,000) in the fiscal year ending December 31aggregate, 2020, for all such expenditures in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howeverFiscal Year 2004. In addition, in the event Unfunded that Holdings and its Consolidated Subsidiaries expends, in Capital Expenditures during any fiscal year are Expenditures, less than Ten Million Dollars ($10,000,000) in the amount permitted aggregate, for all such fiscal yearexpenditures during Fiscal Year 2004, then the unused difference between Ten Million Dollars ($10,000,000) and the actual amount (the “Carryover Amount”) may of all such Capital Expenditures in Fiscal Year 2004 shall be carried over and used in the immediately succeeding fiscal year subject added to the following limitations: Four Million Dollar ($4,000,000) limitation for Capital Expenditures for Fiscal Year 2005, so that the maximum amount of permitted Capital Expenditures for Fiscal Year 2005 will be the sum of (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; Four Million Dollars ($4,000.000), plus (ii) with the difference between Ten Million Dollars ($10,000,000) and the actual amount of all Capital Expenditures of Holdings and its Consolidated Subsidiaries for Fiscal Year 2004. As used herein, "Capital Expenditures" shall mean all expenditures made in respect to the first 50% of the Carryover Amountcost of any fixed asset or improvement, each Borrower mayor replacement, and may permit any substitution, or addition thereto, having a useful life of its Subsidiaries tomore than one (1) year, contract forincluding, purchase or make any Unfunded Capital Expenditure without complying limitation, those arising in connection with the CapEx Test; direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. Notwithstanding the foregoing, for purposes of measuring Holdings' and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in Consolidated Subsidiaries' compliance with the CapEx Test after giving effect to such Unfunded limitations on Capital Expenditures. For purposes of Expenditures in this Section 7.67.2, any cash proceeds received from the “CapEx Test” sale of fixed assets during any Fiscal Year shall reduce and offset the amount of Capital Expenditures for Holdings and its Consolidated Subsidiaries for that Fiscal Year. "Capital Leases" shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) any leases of property that, in accordance with GAAP, should be reflected as liabilities on the balance sheet of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisPerson.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its their Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an that would cause the aggregate amount for of all such Capital Expenditures made by the Borrowers and their Subsidiaries (i) in any period set forth below to exceed the amount set forth below for such period. PERIOD AMOUNT ------ ------ Closing Date through and including April 30, 1999 $1,300,000 May 1, 1999 through and including April 30, 2000 $2,000,000 Each fiscal year ending December 31thereafter $3,000,000 PROVIDED, 2020HOWEVER, (a) that amounts permitted to be expended in a Fiscal Year that are not expended in such Fiscal Year, but not in excess of $40,000,000, fifty (ii50%) in the fiscal year ending December 31, 2021, in excess percent of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal prior year, then the 's unused amount (the “Carryover Amount”) may not including any amount permitted to be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (iforward from a prior year) any Xxxxxxxxx Amount shall be deemed permitted to be expended in (but only in) the last amount spent in such succeeding fiscal yearsubsequent Fiscal Year; (iib) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test amounts comprising Excess Cash Flow after giving effect to such Unfunded the prepayments required under Section 2.6 shall be permitted to be expended for Capital Expenditures. For Expenditures (over and above the amounts set forth above) in the twelve months following the date of required prepayment in any year; and (c) Permitted Acquisitions and amounts representing Capital Expenditures paid or incurred with respect to an acquisition permitted under Section 6.4 in the ordinary course of its business prior to consummation of a Permitted Acquisition shall not be deemed included in the calculation of the aggregate amount of Capital Expenditures for purposes of this determining 103 the maximum annual Capital Expenditures permitted to be made hereunder, so long as such amounts representing Capital Expenditures paid prior to a Permitted Acquisition were incurred prior to the date of consummation of such Permitted Acquisition and were not incurred in anticipation of such Permitted Acquisition, and otherwise conform with the terms and conditions of Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis6.2.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures (excluding any Investments and acquisitions permitted under Section 5.02(f)) that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries, as determined on a Consolidated basis in an aggregate any Fiscal Year set forth below to exceed the amount set forth below for all Borrowers such Fiscal Year: Xxxxx Respiratory - Revolving Credit Agreement FISCAL YEAR ENDING IN AMOUNT --------------------- ----------- 2007 $15,000,000 2008 and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of thereafter $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; 10,000,000 provided, however, in that if, for any Fiscal Year set forth above, the event Unfunded amount specified above for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries, as determined on a Consolidated basis during any fiscal year are less than such Fiscal Year (the amount permitted for of such fiscal yearexcess being the "EXCESS AMOUNT"), then the unused amount (the “Carryover Amount”) may Borrower and its Subsidiaries shall be carried over and used entitled to make additional Capital Expenditures in the immediately succeeding fiscal year subject Fiscal Year in an amount (such amount being referred to herein as the "CARRYOVER AMOUNT") equal to the following limitations: lesser of (i) any Xxxxxxxxx the Excess Amount shall be deemed to be the last amount spent in such succeeding fiscal year; and (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded amount specified above for such immediately preceding Fiscal Year; provided further that the foregoing limitations shall not apply to Capital Expenditure without complying Expenditures associated with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisCardinal Acquisition.

Capital Expenditures. Each (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase make or commit to make any expenditure or commitments for Unfunded Capital Expenditures except Capital Expenditures in an aggregate amount for all Borrowers not to exceed (x) $130,000,000 prior to the Bridge Loan Repayment Date and Subsidiaries (iy) in $156,000,000 on and after the fiscal year ending December 31, 2020Bridge Loan Repayment Date, in excess each case in any Fiscal Year; provided that, to the extent that the amount of $40,000,000Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the 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 (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Acquired Permitted Capital Expenditure Amount”); provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% 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 Carryover Amount, each Borrower may, and may permit any product of its Subsidiaries to, contract for, purchase or make any Unfunded (x) the Acquired Permitted Capital Expenditure without complying with the CapEx Test; Amount and (iiiy) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the last day actual number of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdays in such Fiscal Year.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Permit Capital Expenditures in an aggregate amount for all Borrowers of the Borrower and the Subsidiaries to exceed (i) in for the fiscal year quarter ending on or about December 31, 2000, $15,800,000, (ii) from January 1, 2001 through and including December 31, 2001, $40,000,000, (iii) from January 1, 2002 through and including December 31, 2002, $30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, 2020, in 2001 over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000) of $40,000,000, (ii) in Consolidated EBITDA for the four fiscal year quarter period ending December 31, 2021, in excess of 2001 over $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000120,000,000, and (iv) in from January 1, 2003 through and including the Maturity Date, $30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal year quarter period ending December 31, 20232002 over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, in excess of 2002 over $60,000,000; provided, however, in the event Unfunded 120,000,000. In calculating Capital Expenditures during for any fiscal year are less than the amount permitted for such fiscal yearperiod set forth above, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) there should be deducted from Capital Expenditures for such period the amount of any Xxxxxxxxx Amount shall be deemed to be reimbursement due the last Borrower or any of its Subsidiaries, but not paid during such period, from lessors under leases, which amount, had it been paid during such period, would have reduced the amount spent in of Capital Expenditures for such succeeding fiscal year; period, (ii) with respect there shall be added to Capital Expenditures for such period the amount of any reimbursement paid to the first 50% of the Carryover Amount, each Borrower may, and may permit or any of its Subsidiaries toduring such period from lessors under leases to the extent such reimbursement had been deducted from Capital Expenditures for a prior period pursuant to clause (i) above, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to there shall be excluded from Capital Expenditures the second 50% cost of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any Borrower’s purchase of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be platinum in compliance connection with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisChase Platinum Substitute Note.

Capital Expenditures. Each Borrower will notThe Borrower, and will together with its Subsidiaries, shall not make or incur, or permit any of its Subsidiaries toto be made or incurred, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) during each of the Fiscal Years set forth below to be, in the fiscal year ending December 31, 2020aggregate, in excess of $40,000,000the maximum amount set forth below for such Fiscal Year: FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $ 50.0 December 31, 2008 $ 50.0 December 31, 2009 $ 50.0 December 31, 2010 $ 50.0 December 31, 2011 $ 50.0 Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and up to 50% of the amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year by such amount), (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during made in any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount Fiscal Year shall be deemed to be made, first, in respect of the last amount spent in amounts permitted for such succeeding fiscal year; Fiscal Year as provided AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. above (ii) with respect without giving effect to the first 50carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to clause (i) above, (iii) the maximum amount of Capital Expenditures set forth above may be increased by an additional amount not exceeding, in the aggregate, $10,000,000 on or after the Effective Date, (iv) for each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the Carryover Amount, each Borrower may, and may permit any total revenues of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the CapEx Test; standards set forth in Section 6.1(b) (Financial Statements) and (iiiv) with respect to the second 50% such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdefinition thereof.

Capital Expenditures. Each In the case of the Borrower will notand its consolidated subsidiaries, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in during the fiscal year ending period from the 101 96 Closing Date through December 31, 20202000, in excess of to exceed $40,000,00020,000,000, (ii) in the or during any fiscal year ending December 31thereafter, 2021, in excess of to exceed $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,00055,000,000; provided, however, in that the event Unfunded amount of permitted Capital Expenditures during in any fiscal year are less (other than the amount permitted for such fiscal yearyears ending December 31, then the unused amount 2000 and December 31, 2001) shall be (the “Carryover Amount”a) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: increased by (i) any Xxxxxxxxx Amount shall be deemed an amount equal to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any excess of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with (A) consolidated EBITDA (as adjusted pursuant to the CapEx Test; next succeeding sentence) for the immediately preceding fiscal year over (B) $115,000,000 and (iiiii) with respect to the second 50lesser of (A) 25% of the Carryover Amount (and until such Xxxxxxxxx total amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded permitted Capital Expenditures up to an amount that allows for the immediately preceding fiscal year (including amounts permitted as a result of the application of clause (i) but excluding any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect unused Capital Expenditures carried forward to such Unfunded preceding year) and (B) the total amount of unused permitted Capital ExpendituresExpenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) decreased by the amount by which permitted consideration for Permitted Business Acquisitions is increased for such fiscal year as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of this Section 7.6determining EBITDA under clause (a)(i)(A) above, there shall be included in the determination of EBITDA for the relevant preceding fiscal year, the “CapEx Test” EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that the pro forma calculations shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to not give effect to such Unfunded Capital Expenditures) as adjustments unless the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the last day Borrower stating (a) the amount of such adjustments and (b) that such adjustments are consistent with Regulation S-X of the most recently ended Securities Act of 1933, as amended, based on the reasonable good faith belief of the Financial Officer executing such certificate at the time of such execution). Notwithstanding the foregoing, the aggregate amount of Capital Expenditures permitted in any fiscal quarter year shall not exceed $65,000,000 or, for the four (4) any fiscal quarter period then year ending is not less than 1.25 to 1.00 on a pro forma basisor after December 31, 2003, $85,000,000.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or commit to make any expenditure or commitments for Unfunded Capital Expenditure, except Capital Expenditures of the Group Members in the ordinary course of business in an aggregate amount for all Borrowers and Subsidiaries at any time during any fiscal year of the Borrower not to exceed $312,000,000; provided that (ia) any such amount, if not so expended in the fiscal year ending December 31for which it is permitted, 2020may be carried over for expenditure in the next succeeding fiscal year only and (b) Capital Expenditures made in any fiscal year shall be deemed made, first, in excess respect of $40,000,000amounts carried over from the prior fiscal year pursuant to the foregoing clause (a) and, second, in respect of amounts permitted for such fiscal year as provided above. For purposes of calculating compliance with this Section 6.7, (iix) the portion of the Positive EBITDA Variance applied to make Capital Expenditures pursuant to Section 6.18, shall be excluded in calculating compliance with this Section 6.7, (y) in the fiscal year ending December 31event that the average currency exchange rate between the Dollar and the euro, 2021, in excess of $50,000,000, (iii) in during the fiscal year ending December 31for which compliance is being determined, 2022exceeds 1.30 to 1.00, in excess the Borrower shall increase the Dollar amount of $60,000,000, and (iv) in the its actual Capital Expenditures for such fiscal year ending December 31, 2023, in excess by an amount equal to 45% of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then multiplied by the unused amount excess over the 1.30 to 1.00 exchange rate, and (the “Carryover Amount”z) may be carried over and used in the immediately succeeding event that the average exchange rate between the Dollar and the euro, during the fiscal year subject for which compliance is being determined, is less than 1.00 to 1.00, the following limitations: (i) any Xxxxxxxxx Amount Borrower shall reduce the Dollar amount of its actual Capital Expenditures for such fiscal year by an amount equal to 45% of Capital Expenditures for such fiscal year, multiplied by the deficiency under the 1.00 to 1.00 exchange rate. The amount of Capital Expenditures permitted hereunder shall be deemed to be adjusted, at the last amount spent end of each fiscal year of the Borrower (a) in the event that a Permitted Acquisition has occurred during such succeeding fiscal year; (ii) with respect to , by increasing the first 50% amount of permitted Capital Expenditures for each subsequent fiscal year of the Carryover Amount, each Borrower mayby the amount of Capital Expenditures for the business acquired as part of such Permitted Acquisition approved by the board of directors of the Borrower at the time of such Permitted Acquisition, and may permit any (b) in the event that a Permitted Asset Sale has occurred during such fiscal year, by reducing the amount of its Subsidiaries to, contract for, purchase or make any Unfunded permitted Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% Expenditures for each subsequent fiscal year of the Carryover Amount (and until such Xxxxxxxxx Borrower by the amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded set forth in the Projections most recently delivered pursuant to Section 5.2(c) allocated for Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisbusiness subject of such Permitted Asset Sale.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or become legally obligated to make any expenditure or commitments Capital Expenditure, except for Unfunded Capital Expenditures in an the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year for all Borrowers the applicable category of asset: Amount — Oil and Subsidiaries (i) Gas Amount — All Other Fiscal Year Properties Assets 2007 $ 450,000,000 $ 300,000,000 2008 and thereafter $ 400,000,000 $ 300,000,000 ;provided however that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount set forth above, if not expended in the fiscal year ending December 31for which it is permitted above, 2020may be carried over for expenditure in the next following fiscal year; and provided further that if any such amount is so carried over, it will be deemed used in excess the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition, the Borrower may, at its election, from time to time transfer up to 50% (in the aggregate for all such transfers) of $40,000,000the amount set forth above for either category for any fiscal year to the other category on the following terms: (i) the Borrower shall, during the applicable fiscal year, notify the Administrative Agent of the amount it wishes to transfer and the category to which it wishes to transfer such amount, (ii) in the fiscal year ending December 31amount permitted to be expended under the other category shall be automatically and correspondingly decreased by the amount so transferred, 2021, in excess of $50,000,000, and (iii) any amount so transferred will be deemed used only after the expenditure of all other amounts expended in the such fiscal year ending December 31, 2022, in excess of $60,000,000under such category, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) so transferred may not be carried over and used for expenditure in the immediately succeeding fiscal year subject to the next following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Borrower will notMake or commit or agree to make, and will not or permit any of its Subsidiaries toto make or commit or agree to make, contract for, purchase any Capital Expenditure (other than in connection with any Permitted Acquisition or make any expenditure or commitments for Unfunded Capitalized Lease) that would cause the aggregate amount of all such Capital Expenditures made by the Loan Parties and their Subsidiaries in an aggregate amount for all Borrowers and Subsidiaries (i) any fiscal period set forth in the table below to exceed the amount set forth opposite such fiscal year period (plus, in each case, the amount of proceeds of Excluded Equity Issuances received by the Loan Parties in connection with, and within six months of, the making of such Capital Expenditures): Period Capital Expenditure Fiscal Quarter ending December 31, 2020, in excess of 2018 $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of 1,000,000 2019 Fiscal Year $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of 5,000,000 2020 Fiscal Year $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of 5,500,000 2021 Fiscal Year $60,000,000; 6,000,000 2022 Fiscal Year $6,500,000 2023 Fiscal Year $7,000,000 provided, however, that if the amount of the Capital Expenditures permitted to be made in any fiscal period set forth in the event Unfunded table above is greater than the actual amount of the Capital Expenditures during any actually made in such fiscal year are less than period (the amount by which such permitted Capital Expenditures for such fiscal yearperiod exceeds the actual amount of Capital Expenditures for such fiscal period, the "Excess Amount"), then up to 50% of such Excess Amount (such amount, the unused amount (the “Carryover "Carry-Over Amount”") may be carried over and used in forward to the immediately next succeeding fiscal year subject period (the "Succeeding Fiscal Period"); provided that the Carry-Over Amount applicable to a particular Succeeding Fiscal Period may not be carried forward to another fiscal period. Capital Expenditures made by the following limitations: (i) Loan Parties and their Subsidiaries in any Xxxxxxxxx Amount fiscal period shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amountreduce, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6first, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to amount set forth in the table above for such Unfunded Capital Expenditures) as of fiscal period and, then, the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisCarry-Over Amount.

Capital Expenditures. Each The Borrower will not, and will not permit any of Subsidiary to, make, or commit to make by so designating in writing to the Administrative Agent, any Capital Expenditure unless such Capital Expenditure, together with all other such Capital Expenditures made or so committed to be made by the Borrower and its Subsidiaries to, contract for, purchase or make in any expenditure or commitments for Unfunded Fiscal Year (without double-counting Capital Expenditures so committed to be made with such Capital Expenditures when actually made), does not exceed $150,000,000 in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000such Fiscal Year; provided, however, that (i) the aggregate amount of Investments in Special Entities (other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)) made by the Borrower and its Subsidiaries during any Fiscal Year will be deemed to be Capital Expenditures made in such Fiscal Year for the purposes of the annual limitation on Capital Expenditures provided in this Section 7.2.4 (without double-counting Investments made in Special Entities with Capital Expenditures made by such Special Entities with the proceeds of such Investments), (ii) with respect to any Investment in a Special Entity made after the Effective Date (other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)), (x) upon any return of cash in any Fiscal Year with respect to such Investment, an amount equal to the lesser of the return of cash with respect to such Investment and the initial amount of such Investment, in either case, less the cost of disposition of such Investment, shall be available for additional Investments and Capital Expenditures in such Fiscal Year in addition to the annual limitation set forth above and (y) if any such Special Entity subsequently becomes a Guarantor, the amount of any Investment not previously made available pursuant to clause (ii)(x) above in any Fiscal Year shall be available for additional Investments and Capital Expenditures in the event Unfunded Fiscal Year that such Special Entity becomes a Guarantor in addition to the annual limitation set forth above and (iii) to the extent that Capital Expenditures during made or committed to be made pursuant to this Section 7.2.4 in any fiscal year Fiscal Year are less than the amount permitted for to be made or committed to be made in such fiscal yearFiscal Year (including any carryforward), then the unused amount (of the “Carryover Amount”) difference, not to exceed $50,000,000, may be carried over forward and used to make additional Capital Expenditures in subsequent Fiscal Years of the immediately succeeding fiscal year subject Borrower (it being understood that any Capital Expenditures made or committed to be made in any Fiscal Year shall first be applied to reduce any carryforward from a previous Fiscal Year); provided, further, however, that any Capital Expenditures made with the following limitations: proceeds of Subordinated Debt or with the proceeds of the issuance of Capital Stock (iother than Disqualified Stock) any Xxxxxxxxx Amount shall be deemed to be disregarded for purposes of the last amount spent limitation on Capital Expenditures in this Section 7.2.4; and provided, further, however, that any Capital Expenditures made during any Fiscal Year that were counted for purposes of the annual limitation on Capital Expenditures for such succeeding fiscal year; (ii) Fiscal Year with respect to property that was subsequently sold by the first 50% of the Carryover Amount, each Borrower may, and may permit any of or its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; in an Asset Sale permitted by Section 7.2.15 and (iii) with respect contemporaneously leased back to the second 50% of Borrower or the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), applicable Subsidiary on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up fair market terms pursuant to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio operating lease (calculated to give effect to such Unfunded Capital Expenditures) as determined under GAAP as of the last day date such lease is entered into) shall be added to the amount of Capital Expenditures which may otherwise be made in the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisFiscal Year in which such sale occurred.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an that would cause the aggregate amount for of all Borrowers such Capital Expenditures made by the Borrower and its Subsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal Year (which, in the fiscal year case of the Fiscal Year ending December 31, 20201996, shall mean the period from May 1, 1996 to December 31, 1996) plus the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in excess Parent in such Fiscal Year to the extent such amount was contributed to the Borrower or any of $40,000,000its Subsidiaries as a capital contribution in such Fiscal Year in accordance with the terms of the Loan Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the fiscal first year of its operations, revenues for such Fiscal Year) of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and (iii) for any Fiscal Year after the Fiscal Year ending December 31, 20211996, in excess an amount equal to the lesser of $50,000,000, 10,000,000 and the amount (iiiif any) by which the amount of Capital Expenditures permitted to be made in the fiscal year ending December 31, 2022, immediately preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the amount of Capital Expenditures actually made in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000such immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be made by the Borrower and its Subsidiaries (x) during the period from the Second Closing Date to December 31, 1998, in an aggregate amount not to exceed $10,000,000 solely for management information system and point of sale projects of the type described in Schedule 5.02(q) hereto and (y) after the date hereof, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 1997 and the Fiscal Year ending December 31, 1998, solely for purposes of making improvements to newly acquired or existing bowling centers, provided, further, that to the extent that any Capital Expenditures permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (y) shall not have been so made, such Capital Expenditures may be made in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal yearFiscal Year ending December 31, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis1998.

Capital Expenditures. Each Borrower will notHoldings and its Consolidated Subsidiaries shall not expend, and will not permit any of its Subsidiaries toin Capital Expenditures, contract formore than Four Million Dollars ($4,000,000), purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount the aggregate, for all Borrowers and such expenditures in any one Fiscal Year. Notwithstanding the foregoing, Holdings and/or its Consolidated Subsidiaries may expend, in Capital Expenditures, up to Ten Million Dollars (i$10,000,000) in the fiscal year ending December 31aggregate, 2020, for all such expenditures in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howeverFiscal Year 2004. In addition, in the event Unfunded that Holdings and its Consolidated Subsidiaries expends, in Capital Expenditures during any fiscal year are Expenditures, less than Ten Million Dollars ($10,000,000) in the amount permitted aggregate, for all such fiscal yearexpenditures during Fiscal Year 2004, then the unused difference between Ten Million Dollars ($10,000,000) and the actual amount (the “Carryover Amount”) may of all such Capital Expenditures in Fiscal Year 2004 shall be carried over and used in the immediately succeeding fiscal year subject added to the following limitations: Four Million Dollar ($4,000,000) limitation for Capital Expenditures for Fiscal Year 2005, so that the maximum amount of permitted Capital Expenditures for Fiscal Year 2005 will be the sum of (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; Four Million Dollars ($4,000.000), plus (ii) with the difference between Ten Million Dollars ($10,000,000) and the actual amount of all Capital Expenditures of Holdings and its Consolidated Subsidiaries for Fiscal Year 2004. As used herein, “Capital Expenditures” shall mean all expenditures made in respect to the first 50% of the Carryover Amountcost of any fixed asset or improvement, each Borrower mayor replacement, and may permit any substitution, or addition thereto, having a useful life of its Subsidiaries tomore than one (1) year, contract forincluding, purchase or make any Unfunded Capital Expenditure without complying limitation, those arising in connection with the CapEx Test; direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. Notwithstanding the foregoing, for purposes of measuring Holdings’ and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in Consolidated Subsidiaries’ compliance with the CapEx Test after giving effect to such Unfunded limitations on Capital Expenditures. For purposes of Expenditures in this Section 7.67.2, any cash proceeds received from the sale of fixed assets during any Fiscal Year shall reduce and offset the amount of Capital Expenditures for Holdings and its Consolidated Subsidiaries for that Fiscal Year. “CapEx TestCapital Leases” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) any leases of property that, in accordance with GAAP, should be reflected as liabilities on the balance sheet of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisPerson.

Capital Expenditures. Each Permit Capital Expenditures to be greater than the aggregate amounts set forth in the table below during the applicable Fiscal Year; provided, however, that the maximum amount of Capital Expenditures permitted in any Fiscal Year pursuant to the table below shall be increased by the amount of Capital Expenditures that were permitted to be made pursuant to the table below in the immediately preceding Fiscal Year (without giving effect to any carryover amount from prior Fiscal Years) over the amount of Capital Expenditures actually made during such preceding Fiscal Year as permitted pursuant to the table below (and for purposes hereof, the amount of such Capital Expenditures made during any Fiscal Year shall be deemed to have been made first from the amount permitted in such Fiscal Year pursuant to the table below without giving effect to any such carryover from the preceding Fiscal Year and last from the carryover, if any, from the preceding Fiscal Year). Notwithstanding anything to the contrary, Capital Expenditures in the aggregate amount of the sum of (a) Fifty Million Dollars ($50,000,000) plus (b) the unused portion of the Permitted Acquisition Basket (after taking into account any reductions thereof for acquisitions made after the Closing Date and for any prior Capital Expenditures permitted pursuant to this sentence) (collectively, the “Additional Capital Expenditures Basket”), shall not be included in the calculation of Capital Expenditures for purposes of the table below to the extent that such Capital Expenditures are used in the construction or equipping of a facility (i) which either the Borrower or a Subsidiary of the Borrower will notconstruct, operate or manage or will be responsible for constructing, managing or operating pursuant to a notice of award of a Government Contract and (ii) where the construction of such facility has already commenced. In addition, (A) expenditures made for any acquisition permitted under Section 11.3(a), (B) expenditures made with the proceeds of Non-Recourse Project Financing Indebtedness and (C) expenditures not exceeding Six Million Dollars ($6,000,000) in aggregate made in connection with the development and implementation of the Borrower’s information technology project that is currently expected to be completed in 2007, shall not be included in the calculation of Capital Expenditures. Aggregate Annual Amount Period (in millions) Closing Date through January 2, 2006 $ 19.0 January 3, 2006 through December 31, 2006 $ 19.0 January 1, 2007 through December 30, 2007 $ 19.0 December 31, 2007 through December 27, 2008 $ 19.0 December 28, 2008 through January 2, 2010 $ 19.0 January 3, 2010 through January 2, 2011 $ 24.0 January 3, 2011 through Term Loan Maturity Date $ 24.0 ARTICLE XI NEGATIVE COVENANTS Until all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.11, the Borrower has not and will not and will not permit any of its Restricted Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.:

Capital Expenditures. Each Borrower will notMake or commit to make any Capital Expenditure, except Capital Expenditures of Parent and will not permit any of its Subsidiaries tonot exceeding the Base Capital Expenditure Amount during any fiscal year or period of Parent; provided, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries that (i) the lesser of (x) any such amount referred to above, if not so expended in the fiscal year or period for which it is permitted and (y) 50% of the amount of the Base Capital Expenditure Amount for such fiscal year may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above. For purposes of the foregoing, the “Base Capital Expenditure Amount” shall be an amount equal to $115,000,000 for the fiscal year 84 ending December 31, 20202010 and an amount equal to $126,500,000 for any subsequent fiscal year plus, in excess of $40,000,000each case, (ii) in the with respect to each fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in which an Acquisition is consummated and the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such immediately following fiscal year, then the unused an amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding for each such fiscal year subject equal to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 5040% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% EBITDA of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter Person so acquired for the four fiscal quarters of such Person immediately preceding the date of such Acquisition (4it being understood and agreed that EBITDA shall be calculated as set forth in the definition of “Parent Consolidated Adjusted EBITDA”) fiscal quarter period then ending is plus, in each case, the Net Cash Proceeds received from the issuance of Capital Stock of Parent and from the related contribution of cash to Holdings from Parent, in each case as contributed to the Borrower, that are not less than 1.25 otherwise expended pursuant to 1.00 on a pro forma basisSection 7.5(e) or 7.8(i).

Capital Expenditures. Each Borrower will notThe Company, LLC and will their respective Subsidiaries shall not permit any of its Subsidiaries to, contract for, purchase make or commit to make any expenditure or commitments for Unfunded Capital Expenditures capital expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the exceeding $35,000,000 on a consolidated basis during any fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in and the two previous fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000years; provided, however, in that (A) to the event Unfunded Capital Expenditures extent such limit has been reached during any fiscal year are less than year, the amount permitted for Company, LLC and their respective Subsidiaries may make capital expenditures reasonably required to be made in such fiscal yearyear by legal or regulatory requirements, then (B) commencing with LLC's fiscal year beginning on January 1, 1998 and on each January 1 thereafter, the unused $35 million aggregate threshold shall be adjusted by an amount (equal to the “Carryover Amount”) may be carried over and used change since January 1, 1997 in the immediately succeeding U.S. producer price index for refined beet sugar (as shown on the most currently available publication) (or, if such index is no longer available, the closest comparable U.S. producer price index available, as reasonably determined by LLC), (C) the limitation set forth in this Section 10.10 shall not apply to capital expenditures which are financed with Debt incurred by LLC specifically for the purpose of making such capital expenditures, so long as such Debt is permitted to be incurred under Section 10.7, (D) for purposes of this Section 10.10, capital expenditures for each fiscal year subject prior to the following limitations: (i) any Xxxxxxxxx Amount January 1, 1997 shall be deemed to be an amount equal to $10,000,000; provided further that if, pursuant to the last Company Agreement, Amalgamated or SPT shall have consented to the making of capital expenditures by LLC in excess of the foregoing amounts, the Company, LLC and their respective Subsidiaries may make capital expenditures in an aggregate amount spent not exceeding (i) $18,000,000 in such succeeding fiscal year; any rolling twelve month period and (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit $44,000,000 in any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expendituresrolling 36 month period. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.10.11

Capital Expenditures. Each Borrower will notWith respect to BA and its Subsidiaries, make or commit to make any Capital Expenditure , except (a) Capital Expenditures of BA and its Subsidiaries in any fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of the corresponding amount set forth below for such period; provided, that (i) up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above, and will not permit (b) Capital Expenditures made with the proceeds of any of Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date through Fiscal Year Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 9,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 9,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 9,500,000 Notwithstanding the foregoing, BA and its Subsidiaries to, contract for, purchase or may make any expenditure or commitments for Unfunded additional Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in not to exceed the fiscal year ending December 31portion, 2020if any, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any Available Basket Amount on the date of its Subsidiaries to, contract for, purchase or make any Unfunded the making of such Capital Expenditure without complying with that BA elects to apply to this last paragraph of Section 8.7; provided that at the CapEx Test; and (iii) with respect to the second 50% time of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to such Unfunded Capital Expenditures. For purposes of the contrary, this Section 7.6, the “CapEx Test” 8.7 shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated only apply to give effect Capital Expenditures made or committed to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisbe made by BA and its Subsidiaries.

Capital Expenditures. Each Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower will not, and will not permit any of its Subsidiaries toduring (a) each of fiscal years 2007, contract for2008 and 2009, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries $12,000,000, (ib) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, 2010 and (ivc) in the each subsequent fiscal year ending December 31year, 2023, in excess of $60,000,00012,500,000; provided, however, that so long as no Default has occurred and is continuing or would result from any such expenditure, up to 100% of such amount, if not expended in the event Unfunded fiscal year for which it is permitted, may be carried over for expenditure in the next following fiscal year (the “Capital Expenditure Carryover Amount”); provided further that any Capital Expenditures during any made in a particular fiscal year are less than shall first be deemed to have been made with the amount portion of Capital Expenditures permitted for such fiscal year, then before the unused Capital Expenditure Carryover Amount is applied to such fiscal year. Notwithstanding anything to the contrary with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to each fiscal year shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of such Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition, by (B) three (such amount, the “Carryover Acquired Permitted Capital Expenditure Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year); (ii) provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first 50% sentence of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) this Section 7.12 with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to fiscal year shall be increased by an amount that allows any such Borrowers and/or Subsidiaries equal to be in compliance with the CapEx Test after giving effect to such Unfunded product of (x) the Acquired Permitted Capital Expenditures. For purposes of this Section 7.6Expenditure Amount and (y) a fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as fiscal year and the denominator of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending which is not less than 1.25 to 1.00 on a pro forma basis365 or 366, if applicable.

Capital Expenditures. Each Make or commit to make (by way of the acquisition of securities of a Person or otherwise) (i) any Capital Expenditure in respect of major maintenance expenses of the Borrower will not, and will not permit its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth below if the amount of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded all such Capital Expenditures in an aggregate such fiscal year would exceed the amount for set forth below opposite such fiscal year: Fiscal Year Maximum Capital Expenditures 2007 $385,000,000 2008 $388,000,000 or (ii) any other Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth on Schedule 6.15 if the amount of all Borrowers and Subsidiaries such Capital Expenditures in such fiscal year would exceed the amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (ii), (a) any such amount, if not so expended in the fiscal year ending December 31for which it is permitted, 2020may be carried over for expenditure in the next succeeding fiscal year, and (b) at the Borrower’s election, the amount of Capital Expenditures permitted in excess any fiscal year may be increased by reducing the permitted amount of $40,000,000Capital Expenditures in the next succeeding fiscal year in an amount equal to such increase. In addition, the Loan Parties shall be permitted to make Capital Expenditures financed with Net Cash Proceeds of issuances and sales of Capital Stock (iiprovided that such Capital Expenditures are made in assets owned by Loan Parties and Restricted Subsidiaries) and Reinvestment Deferred Amounts to the extent permitted under Section 2.7(e) without reducing the amount permitted for any fiscal year set forth in the immediately preceding sentence; provided that any such amount, if not so expended in the fiscal year ending December 31for which it is permitted, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used for expenditure in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such next succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each Borrower will not, and will The Loan Parties shall not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount net of Tenant Improvements (including Capital Expenditures pursuant to Section 6.01(c) but not including Capital Expenditures made with the Net Proceeds of Casualty Events) for all Borrowers and Subsidiaries (i) in the any fiscal year ending December 31(or partial fiscal year, 2020, in excess of as applicable) to exceed $40,000,000, 110,000,000 (iithe “Capital Expenditure Allowance”) in plus the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000Available Amount; provided, howeverif, in the event Unfunded Capital Expenditures during any fiscal year year, Capital Expenditures (net of Tenant Improvements) are less than the Capital Expenditure Allowance, an amount permitted equal to the lesser of (i) the difference between the Capital Expenditure Allowance and the actual Capital Expenditures (net of Tenant Improvements) for such fiscal year, then year and (ii) 50% of the unused Capital Expenditure Allowance (such lesser amount (being referred to as the “Carryover AmountExcess Capital Expenditure Allowance”) may be carried over and used in forward so as to increase the maximum Capital Expenditure Allowance for the immediately succeeding fiscal year subject to the following limitations: (or partial fiscal year, as applicable) but not for any other subsequent fiscal year (or partial fiscal year, as applicable). It is understood that Capital Expenditures (net of Tenant Improvements) made in any such succeeding fiscal year (or partial fiscal year, as applicable) (i) any Xxxxxxxxx Amount shall be deemed applied first to the Excess Capital Expenditure Allowance carried forward, and shall then be applied to the last amount spent in maximum Capital Expenditure Allowance (net of Tenant Improvements) until such succeeding fiscal year; maximum is exhausted and (ii) with respect to the first 50% of the Carryover Amountshall not exceed $125,000,000, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test including after giving effect to such Unfunded the Excess Capital ExpendituresExpenditure Allowance. For purposes The Loan Parties shall list the amount of this any Tenant Improvements made during the applicable period on the certificates delivered by the Loan Parties to the Administrative Agent and the Lenders pursuant to Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures5.01(d) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basishereof.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or commit to make any expenditure or commitments for Unfunded Capital Expenditure, except Capital Expenditures of the Borrowers in an aggregate amount for all Borrowers the ordinary course of business made while no Event of Default has occurred and Subsidiaries is continuing not exceeding in any fiscal year of ASC the sum of (i) in the fiscal year ending December 31, 2020, in excess of $40,000,00015,500,000, (ii) in an amount equal to 50% of the aggregate excess of LTM EBITDA for the prior fiscal year ending December 31, 2021, over the minimum LTM EBITDA required by Section 7.1(a) for such fiscal year (without adding in excess of $50,000,000any Non-Operating Asset Sale Proceeds as permitted by the proviso to such Section), (iii) in the an amount equal to Non-Operating Asset Sale Proceeds received during such fiscal year ending December 31, 2022, in excess of the aggregate amount of such proceeds applied to satisfy the minimum LTM EBITDA requirements of Section 7.1(a) for such fiscal year, up to a maximum of $60,000,0004,000,000 for this clause (iii), and (iv) an amount equal to 50% of the Non-Operating Asset Sale Proceeds received during such fiscal year from any additional Disposition of Non-Operating Assets permitted pursuant to the proviso to Section 7.5(e); provided, that any such amount referred to above, if not so expended in the fiscal year ending December 31for which it is permitted, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used for expenditure in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such next succeeding fiscal year; and provided, further, that the Borrowers shall be permitted to make additional Capital Expenditures (iiA) as described on Schedule 7.7 so long as (x) such Capital Expenditures do not exceed in any such fiscal year the amount set forth for such fiscal year on Schedule 7.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal year is not expended in such fiscal year for such item, the amount for such item not so expended in such fiscal year may be expended for such item in any subsequent fiscal year) and are for the items described on such Schedule 7.7 and (y) for each such described item, the amount expended on such item does not exceed the amount set forth on such Schedule for such item; (B) in respect of the conversion of operating leases existing on the Closing Date and listed on Schedule 6.13 into Capital Leases within 60 days after the Closing Date and (C) with the Net Cash Proceeds of any Recovery Event with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount which a Reinvestment Notice has been extinguisheddelivered in accordance with Section 2.9(b), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

Capital Expenditures. Each The Parent and the Borrower will not, shall not make or incur (or commit to make or incur) and will shall not permit any of its Subsidiaries toto make or incur (or commit to make or incur) any Capital Expenditures, contract for, purchase or make any expenditure or commitments for Unfunded except Capital Expenditures of the Parent and its Subsidiaries in an aggregate amount for all Borrowers and Subsidiaries (i) in the any fiscal year ending December 31, 2020, of the Borrower set forth below not in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howeverexcess, in the event Unfunded aggregate of the amount (the "Maximum Amount") set forth below opposite such fiscal year: Fiscal Year Ending Closest to December 31 Maximum Amount 2000 $15,000,000 2001 $20,000,000 plus 2/3 of the Retained Equity Proceeds not to exceed $76,000,000 2002 $20,000,000 plus 2/3 of the Retained Equity Proceeds not to exceed $84,000,000 provided that (a) up to $15,000,000 of any Capital Expenditures permitted to be incurred during any fiscal year are less than the amount permitted for and not made in such fiscal year, then the unused amount (the “Carryover Amount”) year may be carried over and used in expended during the immediately next succeeding fiscal year subject (it being understood and agreed that any Capital Expenditures made during such next succeeding fiscal year shall count, first, against the amount permitted to be carried over to such next succeeding fiscal year pursuant to this proviso and, second, against any amounts permitted to be made during such next succeeding fiscal year as set forth in the table above) and (b) the amount of Capital Expenditures permitted to be incurred during any fiscal year may be increased to the following limitations: extent of the then available Retained Equity Proceeds and Retained Offering Proceeds and the Borrower's Share of Excess Cash Flow. Any Permitted Acquisition that would otherwise constitute a Capital Expenditure in accordance with GAAP shall not be included in the computation of the amount of Capital Expenditures permitted under this Section 6.1(d). Upon the occurrence of a Permitted Acquisition (ithe Banks hereby agree that the Maximum Amount for the fiscal year in which such Permitted Acquisition occurs (the "Subject Year") and each fiscal year thereafter will increase by $20,000 per store (net of any Xxxxxxxxx Amount shall be deemed stores scheduled to be the last amount spent in closed as a result of such succeeding fiscal year; (iiPermitted Acquisition) with respect being acquired pursuant to the first 50% of the Carryover Amountsuch Permitted Acquisition, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to amount of such increase for the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries Subject Year to be proportionately decreased by multiplying such amount by a fraction where the numerator equals the remaining number of full months remaining in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, Subject Year and the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending denominator is not less than 1.25 to 1.00 on a pro forma basistwelve.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or become legally obligated to make any expenditure or commitments Capital Expenditure, except for Unfunded Capital Expenditures in an the ordinary course of business not exceeding (a) for each of the fiscal years ending December 31, 2007 and December 31, 2008, $60,000,000 in the aggregate amount for all Borrowers the Borrower and it Subsidiaries during any such fiscal year, (ib) in for the fiscal year ending December 31, 20202009, $30,000,000 in excess of $40,000,000the aggregate for the Borrower and it Subsidiaries during such fiscal year, (iic) in for the fiscal year ending December 31, 20212010, in excess of $50,000,000, (iii) 45,000,000 in the aggregate for the Borrower and it Subsidiaries during such fiscal year year, and (d) for each of the fiscal years ending December 31, 20222011 and thereafter, in excess of $60,000,000, and (iv) 55,000,000 in the aggregate for the Borrower and it Subsidiaries during any such fiscal year ending December 31(together with any such amounts carried over pursuant to clause (i) below, 2023, in excess of $60,000,000the “Maximum Cap Ex Amounts”); provided, however, that (i) so long as (A) no Default has occurred and is continuing or would result from such expenditure and (B) the Consolidated Leverage Ratio set forth in the event Unfunded Capital Expenditures during Compliance Certificate delivered concurrently with the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) is less than 4.75 to 1.0, any portion of the fixed amount set forth above, if not expended in the fiscal year are less than the amount permitted for such fiscal yearwhich it is permitted, then the unused amount (the “Carryover Amount”) may be carried over for expenditure in the next following fiscal year and (ii) if any such amount is so carried over, it will be deemed used in the immediately succeeding applicable subsequent fiscal year subject to after the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last fixed amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Testset forth above has been expended; and (iii) provided, further, that any reinvestment in operating assets, in accordance with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguishedSection 2.05(b)(iii), on a quarterly basis, each Borrower may, and may permit of any of its Subsidiaries to, contract for, purchase or make Unfunded Net Cash Proceeds arising from Dispositions permitted under Section 7.05 shall not constitute Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For for purposes of this Section 7.67.12 (and, accordingly, such reinvestments shall not reduce the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as amount of the last day unutilized Maximum Cap Ex Amounts or otherwise be subject to the limitations on Capital Expenditures set forth in this Section). (ee) Subsections (d), (f) and (g) of Section 7.15 of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 Existing Credit Agreement are amended and restated in their entirety to 1.00 on a pro forma basis.read as follows, respectively:

Capital Expenditures. Each Borrower will notFor each Fiscal Year set forth below, and will not make or commit or agree to make, or permit any of its Subsidiaries toto make or commit or agree to make, contract for, any Capital Expenditure (by purchase or make any expenditure or commitments for Unfunded Capitalized Lease) that would cause the aggregate amount of all such Capital Expenditures arising from purchases made or Capitalized Leases entered into by the Loan Parties and their Subsidiaries in such Fiscal Year to exceed the exceed the amount set forth below corresponding to such Fiscal Year: Fiscal Year Amount Fiscal Year 2005 and each Fiscal Year thereafter $22,500,000 ; provided, that (i) if at the end of any Fiscal Year set forth above, the amount specified above for Capital Expenditures during such Fiscal Year exceeds the aggregate amount of Capital Expenditures actually made or incurred by the Borrowers or any of their Subsidiaries on a consolidated basis during such Fiscal Year (the amount of such excess being referred to herein as the "Excess Amount"), the Loan Parties shall be entitled to make additional Capital Expenditures in any succeeding Fiscal Year in an aggregate amount equal to the lesser of (A) 50% of such Excess Amount and (B) $3,000,000 and (ii) Capital Expenditures made pursuant to this Section 8.02(g) during any Fiscal Year shall be deemed made first, in respect of amounts permitted for all Borrowers and Subsidiaries such Fiscal Year as provided above (without giving effect to amounts carried over from any prior Fiscal Year pursuant to clause (i) in the fiscal year ending December 31, 2020above) and second, in excess respect of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be Excess Amount carried over and used in the immediately succeeding fiscal year subject from any prior Fiscal Year pursuant to the following limitations: clause (i) above. If at the end of any Xxxxxxxxx Amount shall be deemed to be Fiscal Year set forth above, the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% Consolidated EBITDA of the Carryover Amount, each Borrower may, Parent and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with for the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), immediately preceding twelve month period ended on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of such Fiscal Year exceeds the most recently ended fiscal quarter Projected Consolidated EBITDA of the Parent and its Subsidiaries for the four immediately preceding twelve month period ended on the last day of such Fiscal Year (4the amount of such excess being referred to herein as the "EBITDA Excess Amount"), then the Loan Parties shall be entitled to make additional Capital Expenditures in the next succeeding Fiscal Year in an aggregate amount equal to the lesser of (x) fiscal quarter period then ending is not less than 1.25 25% of such EBITDA Excess Amount and (y) $3,000,000, provided that, notwithstanding the foregoing, Capital Expenditures made pursuant to 1.00 on a pro forma basisthis Section 8.02(g) during any Fiscal Year shall be deemed made first, in respect of amounts permitted for such Fiscal Year as provided above (without giving effect to (I) amounts carried over from any prior Fiscal Year pursuant to clause (i) above or (II) any increases in the amounts specified above in respect of the EBITDA Excess Amount), second, in respect of the Excess Amount carried over from any prior Fiscal Year pursuant to clause (i) above, and third, in respect of the EBITDA Excess Amount for such Fiscal Year.

Capital Expenditures. Each (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase make or commit to make any expenditure or commitments for Unfunded Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $150,000,000 in any Fiscal Year plus Available Retained Excess Cash Flow; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year, provided further that it is understood and agreed that the Borrower shall be permitted to carry forward all Borrowers unused amounts for the 2009 Fiscal Year accumulated pursuant to Section 7.2.7 of the Original Credit Agreement for usage in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and Subsidiaries 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 (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Acquired Permitted Capital Expenditure Amount”); provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% 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 Carryover Amount, each Borrower may, and may permit any product of its Subsidiaries to, contract for, purchase or make any Unfunded (x) the Acquired Permitted Capital Expenditure without complying with the CapEx Test; Amount and (iiiy) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the last day actual number of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdays in such Fiscal Year.

Capital Expenditures. Each Borrower will notMake, and will not or permit any of its Subsidiaries toto make, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an that would cause the aggregate amount for of all Borrowers such Capital Expenditures made by the Parent and Subsidiaries (i) in the fiscal year ending December 31its Subsidiaries, 2020as determined on a Consolidated basis, in excess any Fiscal Year to exceed $3,000,000 (or, when EBITDA is greater than $40,000,000 for a Measurement Period and the maximum amount of Capital Expenditures permitted for such Fiscal Year is less than $40,000,0005,000,000, (ii) in the fiscal year ending December 31$5,000,000 thereafter), 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in that if, for any Fiscal Year, the event Unfunded aggregate amount of Capital Expenditures made by the Parent and its Subsidiaries, as determined on a Consolidated basis during any fiscal year are such Fiscal Year is less than the maximum amount permitted for to be made in any Fiscal Year (the amount of such fiscal yearexcess being the “Excess Amount”), then the unused Parent and its Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year in an amount (such amount being referred to herein as the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject equal to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in 50% of such succeeding fiscal year; Excess Amount, (ii) with respect to the first extent that the aggregate amount of such Capital Expenditures to be made in any Fiscal Year is greater than the maximum amount permitted to be made for such Fiscal Year, up to 50% of the Carryover amount available in the next succeeding Fiscal Year (each such amount being a “Pull-Back Amount, each Borrower may, ”) may be pulled back to the immediately preceding Fiscal Year and may permit any used to make Capital Expenditures in such immediately preceding Fiscal Year it being understood and agreed that such amount for such next succeeding Fiscal Year set forth above shall be reduced by the amount of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; such Pull-Back Amount and (iii) with respect after a Permitted Acquisition, the foregoing limitations shall be increased by an amount equal to the second 50125% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded average Capital Expenditures up of the acquired Person for the three consecutive twelve-month periods most recently ended prior to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expendituresclosing of the Permitted Acquisition. 77 For purposes of this Section 7.65.02(n), it is understood and agreed that the “CapEx Test” following shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded not constitute Capital Expenditures: (i) Permitted Acquisitions, (ii) the reinvestment of any Net Cash Proceeds, (iii) expenditures of insurance settlements, condemnation awards or other settlements in respect of lost, destroyed, damaged or condemned assets or other property and (iv) expenditures for Capital Expenditures accounted for as Capital Expenditures of the last day Parent or any of its Subsidiaries which are paid for or reimbursed by a third party which is neither a Loan Party or a Subsidiary of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisBorrower.

Capital Expenditures. Each Borrower will not, and The Parent Guarantor will not permit any the aggregate amount of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount by the Parent Guarantor and its Included Subsidiaries to exceed the following respective amounts for all Borrowers the following respective periods: Period Amount 2009 Fiscal Year $17,500,000 2010 and Subsidiaries 2011 Fiscal Year $10,000,000 2012 Fiscal Year and each Fiscal $20,000,000 Year thereafter Notwithstanding the foregoing, (i) in if the fiscal year ending December 31, 2020, in excess aggregate amount of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during for any fiscal year are Fiscal Year shall be less than the amount permitted for by the table above to be made in such fiscal yearFiscal Year, then 50% of the unused shortfall shall be added to the amount (the “Carryover Amount”) may be carried over and used in of Capital Expenditures permitted for the immediately succeeding fiscal year subject (but not any other) Fiscal Year (hereinafter, a “Carry-forward”) (provided that no Carry-forward shall be permitted from the 2009 Fiscal Year to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year2010 Fiscal Year); (ii) with respect to the first 50% if, as of the Carryover AmountTest Period ending on the last day of the 2010 Fiscal Year, each Borrower may(x) the Consolidated Leverage Ratio does not exceed 3.25 to 1.00 and (y) Liquidity is at least $10,000,000, and may permit any the aggregate amount of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx TestExpenditures permitted for such Fiscal Year shall be increased by $3,000,000; and (iii) with respect to the second 50% if, as of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), Test Period ending on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for 2011 Fiscal Year, (x) the four (4) fiscal quarter period then ending is Consolidated Leverage Ratio does not less than 1.25 exceed 2.50 to 1.00 on a pro forma basisand (y) Liquidity is at least $10,000,000, the aggregate amount of Capital Expenditures permitted for such Fiscal Year shall be increased by $5,000,000. For purposes of the foregoing, the amount of Capital Expenditures made during any Fiscal Year shall be deemed to have been made first from the amount permitted by the table above to be made in such Fiscal Year, next from any increased amount referred to in clauses (ii) and (iii) above and last from any Carry-forward.”

Capital Expenditures. Each Borrower will not, and will not permit any Permit the aggregate amount of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures (other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in an aggregate amount any period set forth below to exceed the greater of (a) 7.5% of consolidated net revenues of Parent, the Borrower and the Subsidiaries for all Borrowers and Subsidiaries the immediately preceding fiscal year (i) as set forth in the financial statements delivered pursuant to Section 5.04(a) with respect to such fiscal year) and (b) $1,100,000,000 (such greater amount, the “Permitted Capital Expenditure Amount”): In any year in which a Permitted Acquisition occurs, the Permitted Capital Expenditure Amount in respect of such fiscal year ending December 31, 2020, in excess shall be increased (but not decreased) by an amount equal to 7.5% of $40,000,000, (ii) in the net revenues generated by the Acquired Entity acquired during the preceding fiscal year ending December 31of such Acquired Entity (pro rated based on the number of days remaining in such fiscal year). In addition, 2021, in excess to the extent any portion of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Permitted Capital Expenditures during Expenditure Amount for any fiscal year are less than (as the amount permitted for same may have been increased pursuant to the preceding sentence) is not fully expended during such fiscal year, then 50% of the unused amount not so expended may be carried forward to and used in succeeding fiscal years. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by an amount not to exceed 50% of the Permitted Capital Expenditure Amount for the immediately succeeding fiscal year (the “Carryover CapEx Pull-Forward Amount”) may ). 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 carried over and used made in the immediately succeeding fiscal year. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year subject pursuant to this Section 6.11 may be increased by an amount not to exceed $400,000,000 if, at the following limitations: time of such expenditure, both before and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio is less than 4.50 to 1.00. The provisions of this Section 6.11 are solely for the benefit of the Revolving Credit Lenders, the 2019 Term A Lenders and any Lenders having Other Term A Loans and, notwithstanding the provisions of Section 9.08, the Required Covenant Lenders may (i) any Xxxxxxxxx Amount shall be deemed to be amend or otherwise modify Section 6.11 or, solely for purposes of Section 6.11, the last amount spent in such succeeding fiscal year; defined terms used, directly or indirectly, therein, or (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit waive any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in non-compliance with Section 6.11 or any Event of Default resulting from such non-compliance, in each case without the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes consent of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisany other Lenders.

Capital Expenditures. Each The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries Restricted Subsidiary to, contract for, purchase expend or make any expenditure or commitments for Unfunded be committed to expend Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries unless: (ia) in the fiscal year ending December 31, 2020, in excess no Event of $40,000,000Default shall have occurred or be continuing or would result from such Capital Expenditures, (iib) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, Revolving Availability would be equal to or greater than $25,000,000.00, and (c) if the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Senior Leverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended recent fiscal quarter was equal to or greater than 2.50 to 1.00, such Capital Expenditures would not cause the sum of the total Capital Expenditures of the Borrower and the Restricted Subsidiaries to exceed (i) $52,000,000 in the aggregate for the four fiscal quarters ending September 30, 2009 and December 31, 2009, (4ii) $65,000,000 in the aggregate for the fiscal quarter year ending December 31, 2010, and (iii) $80,000,000 in the aggregate for each fiscal year ending thereafter; provided, that (A) for each period then ending set forth above the permitted amount referred to above may be increased by (x) the first $25,000,000 of the aggregate Equity Issuance Proceeds that the Borrower or any of its Restricted Subsidiaries receives from all Equity Issuances during such period, (y) 25% of the Equity Issuance Proceeds (in excess of $25,000,000) that the Borrower or any of its Restricted Subsidiaries receives from all Equity Incurrences during such period, and (z) 25% of the Debt Incurrence Proceeds that the Borrower or any of its Restricted Subsidiaries receives from each Debt Incurrence during such period and (B) up to $30,000,000.00 of any such amount referred to above, if not so expended in the fiscal year for which it is not less than 1.25 permitted, may be carried over for expenditure in the next succeeding fiscal year and (C) Capital Expenditures made pursuant to 1.00 on a pro forma basisthis Section 6.16 during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (B) above.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Make Capital Expenditures for each fiscal quarter ending on the dates listed below in an aggregate amount for all Borrowers in excess of the amount listed below opposite such date, provided, that if the amount of the actual Capital Expenditures that are made during any fiscal quarter is less than such amount, 50% of the unused portion thereof may be carried forward to and Subsidiaries (i) in made only during the immediately following fiscal year ending quarter and any such amount carried forward shall be deemed to be the first portion spent: Fiscal Quarter Ending Capital Expenditures March 31, 2003 $110,000,000 June 30, 2003 $110,000,000 September 30, 2003 $116,000,000 December 31, 20202003 $142,000,000 March 31, 2004 $100,000,000 Make Capital Expenditures during the period commencing on April 1, 2004 and ending on December 31, 2004 in an aggregate amount in excess of $40,000,000375,000,000 and, promptly after the end of each fiscal month, commencing with the fiscal month ending April 30, 2004, the Borrower shall deliver a report showing that during the period commencing April 1, 2004 through the end of such fiscal month Capital Expenditures made by the Borrower and the Guarantors shall have not exceeded $375,000,000 in the aggregate. Make Capital Expenditures (other than Capital Expenditures in connection with any Permitted 1110 Acquisition (including those relating to the Existing 0000 Xxxxxxxxxx Documents)[ or], any Permitted Aircraft Acquisition or the purchase of the A, B and C tranches of indebtedness under the EETC Facility) during the period commencing on January 1, 2005 and ending on December 31, 2005 in an aggregate amount in excess of $375,000,000. Make Capital Expenditures (other than any Capital Expenditures in connection with any Permitted 1110 Acquisition (including those relating to the Existing 0000 Xxxxxxxxxx Documents)[ or], any Permitted Aircraft Acquisition or the purchase of the A, B and C tranches of indebtedness under the EETC Facility) during the period commencing on January 1, 2006 and ending on March 31, 2006 in an aggregate amount in excess of $75,000,000 plus the amount equal to 50% of the amount, if any, by which $375,000,000 exceeds the amount of Capital Expenditures made during the period commencing on January 1, 2005 and ending on December 31, 2005, and, promptly after the end of each fiscal month, commencing with the fiscal month ending January 31, 2006, the Borrower shall deliver a report to the Agents and the Tranche C Agent showing that during the period commencing January 1, 2006 through the end of such fiscal month, Capital Expenditures made by the Borrower and the Guarantors shall have not exceeded $75,000,000 in the aggregate plus the amount equal to 50% of the amount, if any, by which $375,000,000 exceeds the amount of Capital Expenditures made during the period commencing on January 1, 2005 and ending on December 31, 2005. Make Capital Expenditures in connection with any Permitted 1110 Acquisition (including the Capital Expenditures made in connection with the transaction contemplated by the Existing 0000 Xxxxxxxxxx Documents but excluding any Capital Expenditures made in connection with the purchase of the A, B and C tranches of indebtedness under the EETC Facility), Permitted Aircraft Acquisition (including any Capital Expenditures necessary to bring such equipment within the fleet standards of the Borrower but excluding any Capital Expenditures made in connection with the purchase of the A, B and C tranches of indebtedness under the EETC Facility), any Acquisition Deposits relating thereto or any Financing Shortfall, in an aggregate amount in excess of $750,000,000, provided that cash utilized for such Capital Expenditures shall not exceed $300,000,000 at any one time outstanding less, in each case without duplication, (i) the Retained Acquisition Amount, (ii) in the fiscal year ending December 31Financing Shortfall, 2021, in excess of $50,000,000, [and ](iii) in the fiscal year ending December 31Acquisition Deposits at any time outstanding (including, 2022without limitation, in excess of $60,000,000, any Acquisition Deposits forfeited or otherwise not applied against a Permitted 1110 Acquisitions or Permitted Aircraft Acquisitions for which such deposit was made ("Forfeited Acquisition Deposits")) and (iv) in the fiscal year ending December 31event that the four (4) aircraft identified on Schedule B attached hereto as leased aircraft do not constitute Tranche C Priority Collateral and such leased aircraft shall not have been refinanced, 2023the current market value of such leased aircraft as reasonably determined by the Appraisers, in excess of $60,000,000; providedprovided further that no additional cash (including, howeverwithout limitation, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal yearAcquisition Deposits, then the unused amount (the “Carryover Amount”any Financing Shortfall and Retained Acquisition Amounts) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in utilized for such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any if at the time of such Borrowers and/or Subsidiaries to be in compliance with contemplated Capital Expenditure, the CapEx Test Borrower would not be, after giving effect to such Unfunded Capital ExpendituresExpenditure in compliance with Section 6.17 hereof. For purposes Promptly after the end of this Section 7.6each fiscal month following July 2005, the “CapEx Test” Borrower shall mean Borrowers’ Fixed Charge Coverage Ratio deliver a report in form and substance reasonably satisfactory to the Agents and the Tranche C Agent indicating the amount of cash Capital Expenditures (calculated to give effect to including, without limitation, all Acquisition Deposits outstanding at such Unfunded Capital Expenditurestime) as and Permitted Aircraft Financings that have been consummated through the date of the last day of the most recently ended such fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basismonth end.

Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase Make or become legally obligated to make any expenditure or commitments Capital Expenditure, except for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, howevernot exceeding, in the event Unfunded Capital Expenditures during any fiscal year are less than the aggregate for Holdings and its Subsidiaries an amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject equal to the following limitations: sum of (i1) any Xxxxxxxxx Amount shall be deemed to be $60,000,000 in each Fiscal Year plus (2) so long as the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% Consolidated Leverage Ratio of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (Holdings calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the four date of the making of the Capital Expenditure after giving pro forma effect to such Capital Expenditure as if it had been made on such last day or such date (4as applicable) fiscal quarter period then ending is not would be less than 1.25 or equal to 1.00 on 3.00:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Permitted Capital Expenditure Amount”); provided that if, in any Fiscal Year, the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries during such Fiscal Year is less than $60,000,000 (any remaining amount, the “CapEx Carryover Amount”), Holdings and its Subsidiaries may increase Capital Expenditures in the immediately succeeding Fiscal Year in an aggregate amount equal to such CapEx Carryover Amount. With respect to any Fiscal Year during which a pro forma basisPermitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such Fiscal Year shall be increased by an amount (or a pro-rated portion of an amount, in the case of the Fiscal Year in which the Permitted Acquisition occurs) equal the product of (A) the consolidated revenues of the acquired entity or business for the Fiscal Year immediately preceding the consummation of such Permitted Acquisition as set forth in the Acquired Entity Financial Statements and (B) the quotient obtained by dividing (i) the sum of the CapEx/Revenue Ratio for the two Fiscal Years immediately preceding consummation of such Permitted Acquisition by (ii) two.

Capital Expenditures. Each (a) Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase make or commit to make any expenditure or commitments for Unfunded Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $130,000,000 in any Fiscal Year; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for all Borrowers such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the 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 (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000“Acquired Permitted Capital Expenditure Amount”); provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% 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 Carryover Amount, each Borrower may, and may permit any product of its Subsidiaries to, contract for, purchase or make any Unfunded (x) the Acquired Permitted Capital Expenditure without complying with the CapEx Test; Amount and (iiiy) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6fraction, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to numerator of which is the number of days remaining in such Unfunded Capital Expenditures) as Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the last day actual number of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdays in such Fiscal Year.

Capital Expenditures. Each Permit Capital Expenditures to be greater than the aggregate amounts set forth in the table below during the applicable Fiscal Year; provided, however, that the maximum amount of Capital Expenditures permitted in any Fiscal Year pursuant to the table below shall be increased by the amount of Capital Expenditures that were permitted to be made pursuant to the table below in the immediately preceding Fiscal Year (without giving effect to any carryover amount from prior Fiscal Years) over the amount of Capital Expenditures actually made during such preceding Fiscal Year as permitted pursuant to the table below (and for purposes hereof, the amount of such Capital Expenditures made during any Fiscal Year shall be deemed to have been made first from the amount permitted in such Fiscal Year pursuant to the table below without giving effect to any such carryover from the preceding Fiscal Year and last from the carryover, if any, from the preceding Fiscal Year). Notwithstanding anything to the contrary, Capital Expenditures in the aggregate amount of the sum of (a) Seventy-Five Million Dollars ($75,000,000) plus (b) the Net Cash Proceeds from the offering of equity securities of the Borrower or any of its Restricted Subsidiaries after the Acquisition Date not required to be used for prepayments under Section 4.4(b)(ii), but only to the extent that such Net Cash Proceeds are not used for Permitted Acquisitions or investments, loans, advances, extensions of credit or acquisitions as permitted by Section 11.3(j) (collectively, the “Additional Capital Expenditures Basket”), shall not be included in the calculation of Capital Expenditures for purposes of the table below to the extent that such Capital Expenditures are used (x) in the construction or equipping of a facility which either the Borrower or a Subsidiary of the Borrower will notconstruct, operate or manage or will be responsible for constructing, managing or operating pursuant to a notice of award of a Government Contract, (y) in the construction or expansion of a facility by or on behalf of the Borrower or a Subsidiary of the Borrower that is not covered by a Government Contract (and for which a notice of award has not been issued), provided that in the case of this clause (y) the aggregate amount of such Capital Expenditures (excluding any such Capital Expenditures made in respect of facilities that subsequently become subject to Government Contracts) does not exceed the sum of (1) Twenty-Five Million Dollars ($25,000,000) plus (2) the Net Cash Proceeds from the offering after the Acquisition Date of equity securities of the Borrower or any of its Restricted Subsidiaries not required to be used for prepayments under Section 4.4(b)(ii), but only to the extent that such Net Cash Proceeds are not used for Permitted Acquisitions or investments, loans, advances, extensions of credit or acquisitions as permitted by Section 11.3(j) or (z) for the expansion of the Val Verde facility. In addition, (A) expenditures made for any acquisition permitted under Section 11.3(a), (B) expenditures made with the proceeds of Non-Recourse Project Financing Indebtedness and (C) expenditures not exceeding Six Million Dollars ($6,000,000) in aggregate made in connection with the development and implementation of the Borrower’s information technology project that is currently expected to be completed in 2008, shall not be included in the calculation of Capital Expenditures. Aggregate Annual Amount Period (in millions) Closing Date through December 31, 2007 $ 55.0 Each Fiscal Year thereafter commencing with the Fiscal Year ending on or nearest to December 31, 2008 and ending with the Fiscal Year during which the Term Loan Maturity Date occurs $ 25.0 ARTICLE XI NEGATIVE COVENANTS Until all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.11, the Borrower has not and will not and will not permit any of its Restricted Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.:

Capital Expenditures. Each In the case of the Borrower will notand its consolidated subsidiaries, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than ending after December 31, 2004 to exceed $85,000,000; provided, however, that the amount of permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used Capital Expenditures in the immediately succeeding any fiscal year subject to the following limitations: shall be (a) increased by (i) any Xxxxxxxxx Amount shall be deemed an amount equal to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any excess of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with (A) consolidated EBITDA (as adjusted pursuant to the CapEx Test; next succeeding sentence) for the immediately preceding fiscal year over (B) $150,000,000 and (iiiii) with respect to the second 50lesser of (A) 25% of the Carryover Amount (and until such Xxxxxxxxx total amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded permitted Capital Expenditures up to an amount that allows for the immediately preceding fiscal year (including amounts permitted as a result of the application of clause (i) but excluding any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect unused Capital Expenditures carried forward to such Unfunded preceding year) and (B) the total amount of unused permitted Capital ExpendituresExpenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) decreased by the amount by which permitted consideration for Permitted Business Acquisitions is increased for such fiscal year as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of this Section 7.6determining EBITDA under clause (a)(i)(A) above, there shall be included in the determination of EBITDA for the relevant preceding fiscal year, the “CapEx Test” EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that the pro forma calculations shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to not give effect to such Unfunded Capital Expenditures) as adjustments unless the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the last day Borrower stating (a) the amount of such adjustments and (b) that such adjustments are consistent with Regulation S-X of the most recently ended fiscal quarter for Securities Act of 1933, as amended, based on the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisreasonable good faith belief of the Financial Officer executing such certificate at the time of such execution).

Capital Expenditures. Each Borrower will notThe Borrower, and will together with its Subsidiaries, shall not make or incur, or permit any of its Subsidiaries toto be made or incurred, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) during each of the Fiscal Years set forth below to be, in the fiscal year ending December 31, 2020aggregate, in excess of the maximum amount set forth below for such Fiscal Year: FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $40,000,00050.0 December 31, 2008 $50.0 December 31, 2009 $50.0 December 31, 2010 $50.0 December 31, 2011 $50.0 December 31, 2012 $75.0 December 31, 2013 $75.0 AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and up to 50% of the amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year by such amount), (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during made in any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Xxxxxxxxx Amount Fiscal Year shall be deemed to be made, first, in respect of the last amount spent in amounts permitted for such succeeding fiscal year; Fiscal Year as provided above (ii) with respect without giving effect to the first 50carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to clause (i) above, (iii) the maximum amount of Capital Expenditures set forth above may be increased by an additional amount not exceeding, in the aggregate, $10,000,000 on or after the Original Effective Date, (iv) for each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the Carryover Amount, each Borrower may, and may permit any total revenues of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the CapEx Test; standards set forth in Section 6.1(b) (Financial Statements) and (iiiv) with respect to the second 50% such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the Carryover Amount (and until such Xxxxxxxxx amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basisdefinition thereof.