Common use of Maximum Capital Expenditures Clause in Contracts

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

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

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

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

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

Maximum Capital Expenditures. The Parent and Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all Capital Expenditures made by the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 its Subsidiaries in any fiscal year period set forth below to exceed the amount set forth below for such period: Amount per annum Fiscal Year Ending $200,000,000 December 31, 2007 $250,000,000 December 31, 2008 $175,000,000 December 31, 2009 $115,000,000 December 31, 2010 $100,000,000 December 31, 2011 $100,000,000 December 31, 2012 ; provided, however, that (i) the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount amount set forth above for any Fiscal Year shall be increased by the following amounts: aggregate amount of net cash proceeds received by the Borrower in such Fiscal Year from the issuance of equity of the Borrower or of the MLP (i) to the extent that extent, in the case of equity issuance by the MLP, such proceeds are contributed to, or otherwise used or received by, the Borrower or any Restricted Subsidiary) and (ii) if, for any Fiscal Second Amended and Restated Alliance Credit Agreement Year set forth above, the amount specified above for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Parent Borrower and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of during such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause Fiscal Year (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from being the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year“Excess Amount”), the amount permitted to Borrower and its Subsidiaries shall be applied entitled to make additional Capital Expenditures pursuant to this clause (ii) shall in no event exceed the immediately succeeding Fiscal Year in an amount equal to 25% of such Excess Amount, in which case the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with made by the Available Credits; provided that, at the time of Borrower and its Subsidiaries in such immediately succeeding year shall first be applied to such Excess Amount before such Capital Expenditures, Expenditures shall reduce and be applied against the Borrower shall deliver a certificate of a Financial Officer stating the portion amount of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit otherwise permitted during such immediately before and immediately after such Capital Expendituressucceeding year.

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

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

Maximum Capital Expenditures. The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that Permit the aggregate amount of all Capital Expenditures made by the Parent Borrower and its Consolidated Subsidiaries in any Subsidiaries, determined as at the end of each fiscal year is less set forth below, to be greater than the Base Capital Expenditure Amount, the amount of set forth opposite such difference may be carried forward and used to make fiscal year: 90 Fiscal Year Maximum Capital Expenditures 2021 $360,000,000 2022 $85,000,000 2023 $150,000,000 2024 $95,000,000 2025 $95,000,000 2026 $95,000,000 provided, that (i) any Capital Expenditures made in succeeding such fiscal years, provided that in any fiscal year using Specified Equity Proceeds shall not count towards the cap permitted for such year, as set forth in the amount above table; provided further that all such exclusions permitted to be applied to make Capital Expenditures pursuant to under this clause (i) shall not exceed $75,000,000 in no event exceed an the aggregate during the term of this Agreement; and (ii) if the amount equal to 75% of the unused portion Capital Expenditures permitted to be made in any fiscal year, as set forth in the above table, is greater than the amount of the Base Capital Expenditure Amount Expenditures actually made in such fiscal year (the amount by which such permitted amount of Capital Expenditures for such fiscal year (without giving effect other than any Capital Expenditures made in such fiscal year using Specified Equity Proceeds to any prior adjustmentsthe extent permitted to be excluded pursuant to clause (i) hereof) exceeds the amount of Capital Expenditures actually made for such fiscal year, the “Excess Amount”), then 100% of such Excess Amount (iithe “Carry-Over Amount”) if may be carried forward to the next succeeding Fiscal Year (the “Succeeding Fiscal Year”), so long as no Default or Event of Default has shall have occurred and is continuing, be continuing or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent therefrom; provided further that the amount of such excess is deducted from the Base Capital Expenditure Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in succeeding fiscal years, provided that in any fiscal year, Fiscal Year until the amount permitted above to be applied expended in such Fiscal Year has first been used in full and the Carry-Over Amount applicable to make Capital Expenditures pursuant a particular Succeeding Fiscal Year may not be carried forward to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expendituresanother fiscal year.

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

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

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

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

Maximum Capital Expenditures. The Parent and the Borrower willCompany shall not, and will cause each Consolidated Subsidiary shall not permit its Restricted Subsidiaries to, not make Capital Expenditures or incur, on a consolidated basis that exceed $30,000,000 in basis, Capital Expenditures: (a) during any fiscal year quarter of the Company in an amount exceeding the Quarterly CapEx Limit for such fiscal quarter, (b) during the “Base Capital Expenditure Amount”). Notwithstanding anything to period of four consecutive fiscal quarters of the contraryCompany ending March 31, 2014 in an amount exceeding the Base Capital Expenditure Amount shall be increased by the following amounts: sum of (i) $85,000,000 plus (ii) the aggregate amount of all increases permitted for each fiscal quarter included in such period of four consecutive fiscal quarters pursuant to clause (ii) of the definition of Quarterly CapEx Limit or (c) during any period of four consecutive fiscal quarters of the Company ending after March 31, 2014, in an amount exceeding the sum of (i) $90,000,000 plus (ii) the aggregate amount of all increases permitted for each fiscal quarter included in such period of four consecutive fiscal quarters pursuant to clause (ii) of the definition of Quarterly CapEx Limit; provided, however, that to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in Quarterly CapEx Limit for any fiscal year quarter is less than the Base Capital Expenditure Amountnot fully used in such fiscal quarter, the amount unused portion of such difference Quarterly CapEx Limit (the “Carryover Amount”) may be carried forward and used to make Capital Expenditures in succeeding any of the subsequent four consecutive fiscal yearsquarters (in addition to the amounts available for each such subsequent fiscal quarter under the Quarterly CapEx Limit for such subsequent fiscal quarter and any remaining Carryover Amount from any other prior fiscal quarter); provided, provided further, however that (I) the aggregate Carryover Amount available to be used for Capital Expenditures in any fiscal yearquarter shall not exceed $10,000,000 (with any excess amount being available as a Carryover Amount for subsequent fiscal quarters (subject to the limitation that the Carryover Amount attributable to any fiscal quarter may not be carried forward to any fiscal quarter beyond the following four consecutive fiscal quarters)) and (II) for purposes of determining whether or not any Carryover Amount exists, the aggregate amount permitted to be applied to make of Capital Expenditures pursuant to this clause (i) made in any fiscal quarter shall in no event exceed an amount equal to 75% of be deemed made from the unused portion of the Base Capital Expenditure Amount Quarterly CapEx Limit for such fiscal year (without giving effect to quarter before any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital ExpendituresCarryover Amount.”

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