Common use of Consolidated Capital Expenditures Clause in Contracts

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated belowYear, in an aggregate amount in excess of the corresponding amount $50,000,000 (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year"MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT"); provided that the outstanding amount of Consolidated Capital -------- Expenditures incurred by all Subsidiaries of the Company other than the wholly- owned Subsidiary Guarantors (the "NON-SUBSIDIARY GUARANTOR CAPITAL EXPENDITURES") shall not exceed, in any Fiscal Year, $10,000,000 (the "NON- SUBSIDIARY GUARANTOR SUBLIMIT AMOUNT"); provided, further that the Maximum -------- ------- Consolidated Capital Expenditures Amount and the Non-Subsidiary Guarantor Sublimit Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such excess, if any, of the Maximum Consolidated Capital Expenditures Amount and the Non-Subsidiary Guarantor Sublimit Amount, respectively, for the previous Fiscal Year from the issuance of (without giving effect to any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (iiadjustment made in accordance with this proviso) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if over the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated and Non- Subsidiary Guarantor Capital Expenditures Amount Expenditures, respectively, for such previous Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Year.

Consolidated Capital Expenditures. Holdings and Company shall not, and shall not permit its their Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated (or portion of a Fiscal Year set forth below), except that Company and its Subsidiaries may make capital expenditures in an aggregate amount in excess of not to exceed the corresponding amount set forth below opposite such Fiscal Year (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such ): Fiscal Year; Year Maximum Consolidated Capital Expenditures Amount Portion of Fiscal Year 2007 occurring following the Closing Date $8,000,000 2008 $16,000,000 2009 $16,000,000 2010 $16,000,000 2011 $16,000,000 2012 $16,000,000 2013 $16,000,000 Portion of Fiscal Year 2014 occurring prior to the Term Loan Maturity Date $16,000,000 provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance excess, if any, of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) previous Fiscal Year and (ywithout giving effect to any adjustment in accordance with this proviso) in determining whether any over the actual amount is available of Consolidated Capital Expenditures for carryover to the succeeding such previous Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended with Capital Expenditures in any Fiscal Year shall first be being deemed to be have been made first from any amount carried over to such Fiscal Year forward from the immediately preceding Fiscal Year Year) and any other increases pursuant may be further increased at the option of Company by an amount equal to clauses (i) or (ii) 25% of this proviso: Fiscal Year the Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 Amount for the succeeding Fiscal Year; provided, further, that in addition to the amounts set forth above, Company and each its Subsidiaries may make Consolidated Capital Expenditures up to the Specified Equity Amount. Any usage of the succeeding Fiscal Year thereafter $ 175,000,000Year’s Maximum Consolidated Capital Expenditures Amount shall be deducted from the Maximum Consolidated Capital Expenditures Amount available for such succeeding Fiscal Year.

Consolidated Capital Expenditures. Holdings and Company shall not, and shall not permit its their Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated (or portion of a Fiscal Year set forth below, ) in an aggregate amount in excess of the corresponding amount set forth below opposite such Fiscal Year (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such ): Fiscal Year; Year Maximum Consolidated Capital Expenditures Amount Portion of Fiscal Year 2007 occurring following the Closing Date $ 10,000,000 2008 $ 11,000,000 2009 $ 12,000,000 2010 $ 13,000,000 2011 $ 14,000,000 2012 $ 15,000,000 2013 $ 16,000,000 Portion of Fiscal Year 2014 occurring prior to the Term Loan Maturity Date $ 17,000,000 provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance excess, if any, of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) previous Fiscal Year and (ywithout giving effect to any adjustment in accordance with this proviso) in determining whether any over the actual amount is available of Consolidated Capital Expenditures for carryover to the succeeding such previous Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended with Capital Expenditures in any Fiscal Year shall first be being deemed to be have been made first from any amount carried over to such Fiscal Year forward from the immediately preceding Fiscal Year Year), and any other increases pursuant may be further increased at the option of Company by an amount equal to clauses (i) or (ii) 50% of this proviso: Fiscal Year the Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 Amount for the succeeding Fiscal Year; provided, further, that in addition to the amounts set forth above, Holdings and each its Subsidiaries may make Consolidated Capital Expenditures up to the Specified Equity Amount. Any usage of the succeeding Fiscal Year’s Maximum Consolidated Capital Expenditures Amount shall be deducted from the Maximum Consolidated Capital Expenditures Amount available for such succeeding Fiscal Year. After the consummation of any Permitted Acquisition permitted hereunder, the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year thereafter $ 175,000,000shall be increased in an amount equal to 110% of the average annual amount of capital expenditures made by the Person or business so acquired as reflected in the financial statements of such Person or business during the two fiscal years preceding such Permitted Acquisition.

Consolidated Capital Expenditures. (i) Company shall will not, and shall will not permit any of its Subsidiaries to, make or incur commit to make Consolidated Capital Expenditures, Expenditures in any Fiscal Year, beginning with the Fiscal Year indicated belowending December 31, in an 2003, except Consolidated Capital Expenditures which do not aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum : Fiscal Year Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such ending December 31, 2003 $ 5,000,000 Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiariesending December 31, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such 2004 $ 5,000,000 Fiscal Year in excess of $12,500,000ending December 31, an amount not to exceed 50% of such excess 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (xa) if the actual aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year is shall be less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year limit with respect thereto set forth above (before giving effect to any increase therein pursuant to clause (i), (ii) or (iii) of this proviso) (the “Base Amount”), then an the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the Maximum amount of such Consolidated Capital Expenditures Amount permitted for the immediately succeeding (but not any other) Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in determining whether the case of any amount is available for carryover to the succeeding full Fiscal Year pursuant to the preceding subclause (iii)(x)Year, the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,0001.

Consolidated Capital Expenditures. Company shall not, and shall not permit its Restricted Subsidiaries to, make or incur Consolidated Capital Expenditures, except: (i) Company and its Restricted Subsidiaries may make Expansion Capital Expenditures in respect of: (a) the Tunica Project in an aggregate amount not to exceed $47,000,000; (b) the Lake Cxxxxxx Project in an aggregate amount not to exceed $37,000,000; (c) the development and construction of a riverboat casino and amenities at a site located in the central portion of Missouri, in an aggregate amount not to exceed $77,000,000; (d) the Kansas City Project in an aggregate amount not to exceed $50,000,000; (e) the Secondary Acquisition in an aggregate amount not to exceed $14,500,000; and (f) the Renovation Project in an aggregate amount not to exceed $35,000,000; and (ii) Company and its Restricted Subsidiaries may make other Expansion Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of not to exceed the corresponding amount (the “"Maximum Consolidated Expansion Capital Expenditures Amount”") set forth below opposite such Fiscal Year: Maximum Expansion Fiscal Year Capital Expenditures --------------------- -------------------- Fiscal Year 2000 $10,000,000 Fiscal Year 2001 $10,000,000 Fiscal Year 2002 $10,000,000 Fiscal Year 2003 $25,000,000 Fiscal Year 2004 and each Fiscal Year thereafter $50,000,000 ; provided that that: -------- (a) no single Expansion Capital Expenditure permitted under this subsection 7.8(ii) shall exceed $50,000,000; (b) the Maximum Consolidated Expansion Capital Expenditures Amount for any Fiscal Year after Fiscal Year 2000 shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such excess, if any, of the Maximum Expansion Capital Expenditures Amount for the previous Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (iias adjusted in accordance with this proviso) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if over the actual amount of Consolidated Expansion Capital Expenditures made for such previous Fiscal Year (the "Expansion CapEx Carryover Amount"); provided, however, that the Expansion CapEx Carryover -------- ------- Amount shall not exceed $10,000,000 in any given Fiscal Year; and (c) for any Fiscal Year is less than or Fiscal Years after Fiscal Year 2000, Company may elect to increase the Maximum Consolidated Expansion Capital Expenditures Amount for such Fiscal Year or Fiscal Years by an amount (before giving effect the "Specified Projects Carryover Amount") equal to the sum of: (1) up to $38,500,000 if Company and/or its Restricted Subsidiaries elects not to begin development and construction of a riverboat casino and amenities at a site in the central portion of Missouri plus ---- (2) up to $25,000,000 if Company and/or its Restricted Subsidiaries elects not to consummate the acquisition of certain assets of the Flamingo Hilton Riverboat Casino in Kansas City, Missouri plus ---- (3) the unused portion, if any, of (x) the $47,000,000 budgeted for the Tunica Project, (y) the $37,000,000 budgeted for the Lake Cxxxxxx Project, and/or (z) the Renovation Budget upon the completion of the Tunica Project, the Lake Cxxxxxx Project and the Renovation Project, respectively, by Company; provided, however, that -------- ------- (a) Company may allocate such Specified Projects Carryover Amount to any one Fiscal Year or over several Fiscal Years; and (b) with respect to any increase to the Maximum Expansion Capital Expenditures Amount for any Fiscal Year or Fiscal Years pursuant to clause the addition of the Specified Projects Carryover Amount, Company shall deliver to Administrative Agent an Officer's Certificate stating that (i)) in the case of clauses (1) or (2) above, Company and/or its Restricted Subsidiaries have elected not to pursue the applicable project or projects, and (ii) in the case of clause (3) above, Company has used less than the budgeted amounts for the Tunica Project and/or the Lake Cxxxxxx Project and/or the Renovation Budget to complete the Tunica Project, the Lake Cxxxxxx Project and Renovation Project, respectively, and demonstrating the calculation of the increase to the Maximum Expansion Capital Expenditures Amount for such Fiscal Year or Fiscal Years, such calculation to be reasonably satisfactory to Administrative Agent; provided -------- further that after Company delivers such Officer's Certificate to Administrative --- Agent and determines the aggregate increase to the Maximum Expansion Capital Expenditures Amount for such Fiscal Year or Fiscal Years, Company may not reallocate, reapply or otherwise use such carryover amount for any of the Expansion Capital Expenditures described in subsection 7.8(i); and (iii) of this provisoCompany and its Restricted Subsidiaries may make Maintenance Capital Expenditures in an aggregate amount not to exceed $30,000,000 in any Fiscal Year beginning in the Fiscal Year 2000 (the "Maximum Maintenance Capital Expenditures Amount"), then ; provided that the Maximum Maintenance Capital -------- Expenditures Amount for any Fiscal Year after Fiscal Year 2000 shall be increased by an amount of such shortfall may be added equal to the lesser of (x) $10,000,000, and (y) the excess, if any, of the Maximum Consolidated Maintenance Capital Expenditures Amount for the immediately succeeding (but not any other) previous Fiscal Year and (y) as adjusted in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of accordance with this proviso: Fiscal Year Maximum Consolidated ) over the actual amount of Maintenance Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each for such previous Fiscal Year thereafter $ 175,000,000Year. 7.9

Consolidated Capital Expenditures. Company shall not, and shall not permit Holdings or any of its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, Expenditures in an aggregate amount in excess of (a) $121,000,000 for the corresponding amount Fiscal Year ended on January 29, 2005, (b) $150,000,000 for the Fiscal Year ending on January 28, 2006, (c) $161,000,000 for the Fiscal Year ending on February 3, 2007, (d) $172,000,000 for the Fiscal Year ending on February 2, 2008, (e) $183,000,000 for the Fiscal Year ending on January 31, 2009 and (f) $194,000,000 for the Fiscal Year ending on January 30, 2010 (such amount, for each Fiscal Year, the “Maximum Consolidated Capital Expenditures Expenditure Amount”) set forth below opposite such Fiscal Year); provided that the Maximum Consolidated Capital Expenditures Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending on February 3, 2007, shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiariesexcess, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi)if any, (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely Maximum Expenditure Amount for the previous year (without giving effect to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iiiany previous adjustment made in accordance with this proviso) (x) if over the actual amount of Consolidated Capital Expenditures made for such previous Fiscal Year, but in any Fiscal Year is less than no event shall such increase exceed 10% of the Maximum Expenditure Amount for such previous Fiscal Year, provided, further that notwithstanding the limitations set forth in clauses (a) through (f) herein, Company may make or incur additional Consolidated Capital Expenditures Amount in an aggregate amount not to exceed $40 million for such Fiscal Year the purpose of purchasing the land and improvements comprising Company’s corporate headquarters (before giving effect to or a portion thereof) and provided further that for purposes of determining compliance with this covenant, any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for made by Holdings or any of its Subsidiaries in connection with the immediately succeeding (but not acquisition and improvement of real property during any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year period shall first be deemed to be from any amount carried over to such Fiscal Year decreased by the net proceeds (consisting of Cash payments received from the immediately preceding Fiscal Year and sale net of any other increases pursuant to clauses (i) or (iidirect sales costs incurred in connection with the sale) of this proviso: Fiscal Year Maximum any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Expenditures) consummated in accordance with clause (2) of the first proviso of Section 7.9 in the period in which such sale-leaseback transaction is consummated.”

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make Make or incur Consolidated Capital Expenditures, in Expenditures during any Fiscal Year indicated below, in an aggregate amount in excess of (1) $30,000,000 (as adjusted in accordance with the corresponding provisos hereto, the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT"), plus (2) the amount of any Consolidated Capital Expenditures made or incurred during such Fiscal Year in connection with the construction and outfitting of one new production facility in the United States (provided that the “amount of all Consolidated Capital Expenditures permitted by this clause (2) during the term of this Agreement shall not exceed $10,000,000 in the aggregate); provided that the Maximum Consolidated Capital Expenditures Amount”Amount for any such Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (other than Fiscal Year 2003) set forth below opposite (prior to adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided provided, further, that the Maximum Consolidated Capital Expenditures Amount for each Fiscal Year shall be increased (1) with the proceeds of any issuances of Securities not required to prepay the Loans (other than Permitted Cure Securities) pursuant to Section 2.13(b) received by Company or any of its Subsidiaries during such Fiscal Year or used to make Restricted Junior Payments; and (2) by that part of Consolidated Excess Cash Flow calculated for the immediately preceding Fiscal Year not required to be used to prepay the Loans pursuant to Section 2.13(d); provided, further, that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be further increased upon the consummation of a Permitted Acquisition by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 505% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end enterprise value of the preceding Fiscal Year), but solely to the extent that assets acquired in connection with such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Permitted Acquisition.

Consolidated Capital Expenditures. Company shall not, and shall not permit Holdings or any of its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, Expenditures in an aggregate amount in excess of (a) $110,000,000 for the corresponding amount Fiscal Year ending on January 29, 2005, (b) $135,000,000 for the Fiscal Year ending on January 28, 2006, (c) $145,000,000 for the Fiscal Year ending on February 3, 2007, (d) $155,000,000 for the Fiscal Year ending on February 2, 2008, (e) $165,000,000, for the Fiscal Year ending on January 31, 2009 and (f) $175,000,000 for the Fiscal Year ending on January 30, 2010 (such amount, for each Fiscal Year, the “Maximum Consolidated Capital Expenditures Expenditure Amount”) set forth below opposite such Fiscal Year); provided that the Maximum Consolidated Capital Expenditures Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending on February 3, 2007, shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiariesexcess, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi)if any, (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely Maximum Expenditure Amount for the previous year (without giving effect to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iiiany previous adjustment made in accordance with this proviso) (x) if over the actual amount of Consolidated Capital Expenditures made for such previous Fiscal Year, but in any Fiscal Year is less than no event shall such increase exceed 10% of the Maximum Expenditure Amount for such previous Fiscal Year, provided, further that notwithstanding the limitations set forth in clauses (a) through (f) herein, Company may make or incur additional Consolidated Capital Expenditures Amount in an aggregate amount not to exceed $40 million for such Fiscal Year the purpose of purchasing the land and improvements comprising Company’s corporate headquarters (before giving effect to or a portion thereof) and provided further that for purposes of determining compliance with this covenant, any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for made by Holdings or any of its Subsidiaries in connection with the immediately succeeding (but not acquisition and improvement of real property during any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year period shall first be deemed to be from any amount carried over to such Fiscal Year decreased by the net proceeds (consisting of Cash payments received from the immediately preceding Fiscal Year and sale net of any other increases pursuant to clauses (i) or (iidirect sales costs incurred in connection with the sale) of this proviso: Fiscal Year Maximum any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Expenditures) consummated in accordance with clause (2) of the first proviso of Section 7.9 in the period in which such sale-leaseback transaction is consummated.

Consolidated Capital Expenditures. Neither Holdings nor Company shall, nor shall not, and shall not it permit any of its Subsidiaries to, make or incur Consolidated Capital ExpendituresExpenditures (which shall include, without limitation, all amounts expended in connection with information systems upgrades by Holdings and its Subsidiaries), in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such Fiscal YearYear (or portion thereof); provided that the Maximum Consolidated -------- Capital Expenditures Amount for any Fiscal Year shall be increased by (i) the sum of an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% the excess, if any, of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) previous Fiscal Year and (y) prior to any adjustment in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of accordance with this proviso: Fiscal Year Maximum ) over the actual amount of Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 for such previous Fiscal Year: 115 ======================================================================= Maximum Consolidated Fiscal Year Capital Expenditures ----------------------------------------------------------------------- Fiscal Year 1999 $11,000,000 ----------------------------------------------------------------------- Fiscal Year 2000 $12,000,000 ----------------------------------------------------------------------- Fiscal Year 2001 and each Fiscal Year thereafter $ 175,000,0008,000,000 ======================================================================= Notwithstanding anything herein to the contrary, Consolidated Capital Expenditures for Fiscal Year 1999 shall exclude all Consolidated Capital Expenditures (i) of Central Fabricators incurred prior to the Effective Date, and (ii) of Alitec incurred prior to on the closing date of the Alitec Acquisition.

Consolidated Capital Expenditures. Company (i) Each of Parent and Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital ExpendituresExpenditures net of any proceeds received by Borrower from the sale of scaffolding (other than new scaffolding), in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”"MAXIMUM CONSOLIDATED NET CAPITAL EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Net Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the excess, if any, of the Maximum Consolidated Net Securities Proceeds received by Company in such Capital Expenditures Amount for the previous Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if over the actual amount of Consolidated Capital Expenditures made (net of any proceeds received by Borrower or any Subsidiary from the sale of scaffolding equipment (other than scaffolding inventory held for sale in any the ordinary course of business)) for such previous Fiscal Year is less than Year; provided, further, that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Net Capital Expenditures Amount for such previous Fiscal Year (before giving effect prior to any increase pursuant to clause (i), (ii) or (iii) of adjustment in accordance with this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 ): 117 MAXIMUM CONSOLIDATED NET FISCAL YEAR CAPITAL EXPENDITURES ----------- ------------------------ 2002 $20,000,000 2003 $20,000,000 2004 $20,000,000 2005 and each Fiscal Year thereafter $ 175,000,000$25,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make Make or incur Consolidated Capital Expenditures, in Expenditures during any Fiscal Year indicated below, in an aggregate amount in excess of (1) $20,000,000 (as adjusted in accordance with the corresponding provisos hereto, the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT"), plus (2) the amount of any Consolidated Capital Expenditures made or incurred during such Fiscal Year in connection with the construction and outfitting of one new production facility in the United States (provided that the “amount of all Consolidated Capital Expenditures permitted by this clause (2) CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A during the term of this Agreement shall not exceed $10,000,000 in the aggregate); provided that the Maximum Consolidated Capital Expenditures Amount”Amount for any such Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (other than Fiscal Year 2003) set forth below opposite (prior to adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided provided, further, that the Maximum Consolidated Capital Expenditures Amount for each Fiscal Year shall be increased (1) with the proceeds of any issuances of Securities not required to prepay the Loans (other than Permitted Cure Securities) pursuant to Section 2.13(b) received by Company or any of its Subsidiaries during such Fiscal Year or used to make Restricted Junior Payments; and (2) by that part of Consolidated Excess Cash Flow calculated for the immediately preceding Fiscal Year not required to be used to prepay the Loans pursuant to Section 2.13(d); provided, further, that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be further increased upon the consummation of a Permitted Acquisition by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 505% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end enterprise value of the preceding Fiscal Year), but solely to the extent that assets acquired in connection with such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Permitted Acquisition.

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make Make or incur Consolidated Capital Expenditures, in Expenditures during any Fiscal Year indicated below, in an aggregate amount in excess of (1) $30,000,000 (as adjusted in accordance with the corresponding amount (provisos hereto, the “Maximum Consolidated Capital Expenditures Amount”), plus (2) set forth below opposite the amount of any Consolidated Capital Expenditures made or incurred during such Fiscal Year in connection with the construction and outfitting of one new production facility in the United States (provided that the amount of all Consolidated Capital Expenditures permitted by this clause (2) during the term of this Agreement shall not exceed $10,000,000 in the aggregate); provided that the Maximum Consolidated Capital Expenditures Amount for any such Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (prior to adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided provided, further, that the Maximum Consolidated Capital Expenditures Amount for each Fiscal Year shall be increased (1) with the proceeds of any issuances of Securities not required to prepay the Loans (other than Permitted Cure Securities) pursuant to Section 2.13(b) received by Company or any of its Subsidiaries during such Fiscal Year or used to make Restricted Junior Payments; and (2) by that part of Consolidated Excess Cash Flow calculated for the immediately preceding Fiscal Year not required to be used to prepay the Loans pursuant to Section 2.13(d); provided, further, that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be further increased upon the consummation of a Permitted Acquisition by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 505% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end enterprise value of the preceding Fiscal Year), but solely to the extent that assets acquired in connection with such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Permitted Acquisition.

Consolidated Capital Expenditures. (i) Company shall not, and shall not permit its Restricted Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to 125% of the capital expenditures made in the most recent twelve month period for which financial results are available by a Person acquired pursuant to a Permitted Acquisition; provided, further, that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be further increased by an amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiariesexcess, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi)if any, (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Maximum Consolidated Capital Expenditures Amount for the previous two Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if Years over the actual amount of Consolidated Capital Expenditures made for such previous two Fiscal Years (excluding any period prior to Fiscal Year 2011), with the Consolidated Capital Expenditures in any year to be applied first to such unused amount from the Fiscal Year is less which commenced at least two years prior to the current year (but no earlier than Fiscal Year 2011), and second to such unused amount from the Fiscal Year most recently completed (provided that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous Fiscal Year Years (before giving effect to after any increase pursuant to clause (i)such adjustments, (ii) or (iii) of in accordance with this proviso), then an ) and in no event shall the unused amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year be carried forward for more than two Fiscal Years). The foregoing limitations shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum not restrict Consolidated Capital Expenditures 2009 funded with Net Securities Proceeds. FISCAL YEAR MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT 2011 $ 125,000,000 2010 13,000,000 2012 $ 150,000,000 2011 and each Fiscal Year thereafter 15,500,000 2013 $ 175,000,00014,000,000 2014 $ 14,000,000 2015 $ 14,500,000 2016 $ 14,500,000 2017 $ 15,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iiiii) of this proviso), then an amount of such shortfall may be added carried forward to succeeding Fiscal Years by adding it to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the next succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this provisoYear: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000200,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”"MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) by an aggregate amount equal to the Net Securities Proceeds received by Company excess, if any (but in such no event more than 25% of the Maximum Consolidated Capital Expenditures Amount for Fiscal Year from 1996 as set forth in the issuance table below and 15% of any the Maximum Consolidated Capital Stock of Company or any of its Subsidiaries, but solely to Expenditures Amount for the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such immediately preceding Fiscal Year as set forth in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end table below for each Fiscal Year thereafter) of the Maximum Consolidated Capital Expenditures Amount for the immediately preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and Year (iiias adjusted in accordance with this proviso) (x) if over the actual amount of Consolidated Capital Expenditures made for such previous Fiscal Year, (ii) by an amount up to, but in no event greater than, 10% of the Maximum Consolidated Capital Expenditures Amount for the immediately following Fiscal Year, as set forth in the table below, which amount described in this clause (ii) shall reduce the Maximum Consolidated Capital Expenditures Amount for the immediately following Fiscal Year and (iii) by an amount equal to (but in no event greater than $25,000,000 for any Fiscal Year) the aggregate amount of Net Asset Sale Proceeds (other than insurance proceeds, condemnation awards, indemnity payments and Net Asset Sale Proceeds applied in accordance with subsection 2.4B(iii)(a)(v)) received by Company and its Subsidiaries during such Fiscal Year is less than to the extent such proceeds have been reinvested in new stores or the construction or remodeling of stores of Company and its Subsidiaries within 270 days of receipt in accordance with subsection 2.4B(iii)(a)(i)(A); provided, however that the amount which may be added to the Maximum Consolidated Capital Expenditures Amount pursuant to clauses (i) and (ii) of the immediately preceding proviso shall not exceed for Fiscal Year 1997, 40% of the Maximum Consolidated Capital Expenditures Amount for Fiscal Year 1997 and for each Fiscal Year thereafter, 15% of the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect as set forth in the table below: 157 165 MAXIMUM CONSOLIDATED FISCAL YEAR CAPITAL EXPENDITURES ---------------------------------- -------------------- Closing Date to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) 1996 Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding End $76,300,000 Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any 1997 64,100,000 Fiscal Year shall first be deemed to be from any amount carried over to such 1998 63,700,000 Fiscal Year from the immediately preceding 1999 63,300,000 Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: 2000 67,100,000 Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each 2001 73,100,000 Fiscal Year thereafter $ 175,000,0002002 74,700,000 Fiscal Year 2003 76,200,000 Fiscal Year 2004 78,200,000 January 2, 2005 to August 31, 2005 55,000,000

Consolidated Capital Expenditures. (i) Company shall will not, and shall will not permit any of its Subsidiaries to, make or incur commit to make Consolidated Capital Expenditures, Expenditures in any Fiscal Year indicated belowYear, in an except Consolidated Capital Expenditures which do not aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite $8,000,000 in such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) PLUS an additional aggregate amount equal to $10,000,000 in the Net Securities Proceeds received by Company in aggregate for all such Fiscal Year from Consolidated Capital Expenditures made after the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), Closing Date; PROVIDED that (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (xa) if the actual aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year is shall be less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year limit with respect thereto set forth above (before giving effect to any increase therein pursuant to clause (i), (ii) or (iii) of this proviso) (the "BASE AMOUNT"), then an the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the Maximum amount of such Consolidated Capital Expenditures Amount permitted for the immediately succeeding (but not any other) Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in determining whether the case of any amount is available for carryover to the succeeding full Fiscal Year pursuant to the preceding subclause (iii)(x)Year, the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,0001.

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance excess, if any, of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) previous Fiscal Year and (y) without giving effect to any adjustment in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: Fiscal Year Maximum Consolidated Capital Expenditures 2009 2005 $ 125,000,000 2010 6,000,000 2006 $ 150,000,000 2011 15,000,000 2007 $ 9,000,000 2008 and each Fiscal Year thereafter $ 175,000,0008,000,000 ; provided that (i) after any Permitted Acquisition, the Maximum Consolidated Capital Expenditures Amount otherwise permitted in any Fiscal Year shall be increased by an amount equal to the lesser of (1) .05 times an amount equal to one-third of the aggregate revenue of the business acquired in such Permitted Acquisition for the 36-month period most recently ended immediately prior to the closing of the Permitted Acquisition and (2) one-third of the aggregate capital expenditures of the business acquired in such Permitted Acquisition for the 36-month period most recently ended immediately prior to the closing of the Permitted Acquisition; all such calculations being made on a Pro Forma Basis, giving effect to any acquisitions or dispositions affecting such business during such period in a manner reasonably acceptable to Administrative Agent, such calculations to be set forth on the Compliance Certificate delivered with respect to the first Fiscal Quarter ending after the consummation of such Permitted 108 Acquisition, and (ii) any Consolidated Capital Expenditures constituting a Permitted Acquisition shall not be included in the foregoing limitations.

Consolidated Capital Expenditures. Company Each Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year period indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such Fiscal Yearperiod; provided that the Maximum Consolidated Capital Expenditures Amount for -------- any Fiscal Year period shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from excess (the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi"Carry Forward Amount"), if any, (ii) to provided however, that in no event shall the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to Carry -------- Forward Amount exceed 5010% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iiiprevious period) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding previous period over the actual amount of Consolidated Capital Expenditures for such previous period: Maximum Consolidated Period Capital Expenditures ----------------- -------------------- Fiscal Year, 1998 $19,000,000 Fiscal Year, 1999 $29,100,000 Fiscal Year, 2000 $21,200,000 Fiscal Year, 2001 $21,100,000 Fiscal Year, 2002 $17,400,000 Fiscal Year, 2003 (but not any otherthrough 2nd Fiscal Quarter) Fiscal Year and (y) in determining whether any amount is available for carryover to $ 8,750,000 ; provided, however, that the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Amount -------- ------- set forth above for any period shall be increased by an amount (the "Incremental Acquisition Capital Expenditure Amount") equal to 5% of the revenues attributable to permitted acquisitions made pursuant to subsection 7.7(v) for the consecutive twelve-month period immediately preceding the date of such acquisition; provided further that with respect to the Fiscal Year thereafter $ 175,000,000in which such -------- ------- acquisition is made, the Incremental Acquisition Capital Expenditure Amount shall be pro-rated for the remaining portion of such Fiscal Year.

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated shall not permit the sum of (i) Consolidated Excess Cash Flow Capital Expenditures plus (ii) an amount equal to 75% of the Alarm Installation Costs which are sold in such fiscal year in connection with the Alarm Services Contract Securitization Facility permitted pursuant to subsection 6.1(viii) plus (iii) an amount equal to 100% of the Alarm Installation Costs originated in such fiscal year which are treated as sales-type leases which are not sold in connection with such Receivables Facility to exceed in any Fiscal Quarter fiscal year the amount set forth below for such fiscal year (the "CAPITAL EXPENDITURE AMOUNT"): FISCAL YEAR ENDED CAPITAL EXPENDITURE AMOUNT ----------------- -------------------------- December 31, 1995 $55,000,000 December 31, 1996 and thereafter 60,000,000 ; provided that for fiscal years commencing on and after January 1, 1996, if the Company's Interest Coverage Ratio for such fiscal year is not less than 3.00 to 1.00 and the ratio of Company's Funded Debt to Consolidated EBITDA for such fiscal year is not greater than 2.60 to 1.00, in each case as of December 31, 1995, or as of the last day of any fiscal year thereafter, the Capital Expenditure Amount for the immediately succeeding fiscal year, and for each fiscal year thereafter, shall be increased to $75,000,000; provided that if any portion of the Capital Expenditure Amount for any fiscal year (the "REFERENCE PERIOD") has not been incurred within such Reference Period (the unutilized portion of such Fiscal Year Capital Expenditure Amount being referred to as the "UNUTILIZED AMOUNT"), Company and its Subsidiaries may, in excess of $12,500,000the fiscal year immediately following the Reference Period, make additional Consolidated Capital Expenditures in an amount not to exceed 50% the lesser of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), ) the Unutilized Amount and (ii) or (iii) 25% of this proviso), then an amount the Capital Expenditure Amount in respect of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in Reference Period. In determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to foregoing clauses (i) or (ii) of this proviso: Fiscal Year Maximum permitted to be carried forward as Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 to be made in a succeeding fiscal year, such amount shall be determined solely on the basis of the permitted Capital Expenditure Amount for that Reference Period and each Fiscal Year thereafter $ 175,000,000shall not include any Unutilized Amount from any prior period. Notwithstanding the foregoing, in no event shall the Capital Expenditure Amount for the fiscal year ending December 31, 1995, be increased by any Unutilized Amount from the fiscal year ending December 31, 1994.

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, Expenditures in an aggregate amount in excess of (a) $68,860,710 for the corresponding amount Fiscal Year ending on the Saturday closest to January 31 in 2003, (b) $85,000,000 for the “Maximum Consolidated Capital Expenditures Amount”Fiscal Year ending on the Saturday closest to January 31 in 2004, (c) set forth below opposite $100,000,000 for the Fiscal Year ending on the Saturday closest to January 31 in 2005 and (d) $110,000,000 for each Fiscal Year thereafter (such amount, for each Fiscal Year; , the "Maximum Expenditure Amount"), provided that the Maximum Consolidated Capital Expenditures Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending in 2004, shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiariesexcess, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi)if any, (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely Maximum Expenditure Amount for the previous year (without giving effect to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iiiany previous adjustment made in accordance with this proviso) (x) if over the actual amount of Consolidated Capital Expenditures made for such previous Fiscal Year, but in any Fiscal Year is less than no event shall such increase exceed 10% of the Maximum Expenditure Amount for such previous Fiscal Year, provided, further that notwithstanding the limitations set forth in clauses (a) through (d) herein, Company may make or incur additional Consolidated Capital Expenditures Amount from and after the date of the Third Amendment in an aggregate amount not to exceed $15 million for such Fiscal Year the purpose of purchasing the land and improvements comprising Company's corporate headquarters (before giving effect to or a portion thereof) and provided further that for purposes of determining compliance with this covenant, any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for made by Company or any of its Subsidiaries in connection with the immediately succeeding (but not acquisition and improvement of real property during any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year period shall first be deemed to be from any amount carried over to such Fiscal Year decreased by the net proceeds (consisting of Cash payments received from the immediately preceding Fiscal Year and sale net of any other increases pursuant to clauses (i) or (iidirect sales costs incurred in connection with the sale) of this proviso: Fiscal Year Maximum any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000Expenditures) consummated in accordance with clause (2) of the first proviso of Section 7.9 in the period in which such sale-leaseback transaction is consummated."

Consolidated Capital Expenditures. (i) Company shall will not, and shall will not permit any of its Subsidiaries to, make or incur commit to make Consolidated Capital Expenditures, Expenditures in any Fiscal Year indicated belowYear, in an except Consolidated Capital Expenditures which do not aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite $8,000,000 in such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) plus an additional aggregate amount equal to $10,000,000 in the Net Securities Proceeds received by Company in aggregate for all such Fiscal Year from Consolidated Capital Expenditures made after the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), Closing Date; PROVIDED that (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (xa) if the actual aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year is shall be less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year limit with respect thereto set forth above (before giving effect to any increase therein pursuant to clause (i), (ii) or (iii) of this proviso) (the "BASE AMOUNT"), then an the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the Maximum amount of such Consolidated Capital Expenditures Amount permitted for the immediately succeeding (but not any other) Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in determining whether the case of any amount is available for carryover to the succeeding full Fiscal Year pursuant to the preceding subclause (iii)(x)Year, the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,0001.

Consolidated Capital Expenditures. Company Each Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year period indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such Fiscal Yearperiod; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year -------- period shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from excess (the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi"Carry Forward Amount"), if any, (ii) to provided however, that in no event shall the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to Carry Forward -------- Amount exceed 5010% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iiiprevious period) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) previous period over the actual amount of Consolidated Capital Expenditures for such previous period: Maximum Consolidated Capital Period Expenditures ------------------------------------- -------------------- Fiscal Year and (y) in determining whether any amount is available for carryover to Year, 1998 $19,000,000 Fiscal Year, 1999 $29,100,000 Fiscal Year, 2000 $39,200,000 Fiscal Year, 2001 $34,700,000 Fiscal Year, 2002 $28,700,000 Fiscal Year, 2003 $27,600,000 Fiscal Year, 2004 $26,800,000 First Fiscal Quarter, 2005 $ 6,700,000 119 ; provided, however, that the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Amount -------- ------- set forth above for any period shall be increased by an amount (the "Incremental Acquisition Capital Expenditure Amount") equal to 5% of the revenues attributable to permitted acquisitions made pursuant to subsection 7.7(v) for the consecutive twelve-month period immediately preceding the date of such acquisition; provided further that with respect to the Fiscal Year thereafter $ 175,000,000in which such -------- ------- acquisition is made, the Incremental Acquisition Capital Expenditure Amount shall be pro-rated for the remaining portion of such Fiscal Year.