Common use of Maximum Consolidated Capital Expenditures Clause in Contracts

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

Maximum Consolidated Capital Expenditures. Holdings Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital ExpendituresExpenditures (excluding normal replacements and maintenance that are properly charged to current operations), in any Fiscal YearYear indicated below, in an aggregate amount for Holdings Borrower and its Subsidiaries in excess of $125,000,000; provided, the corresponding amount set forth below (as adjusted in accordance with the following proviso) opposite such Fiscal Year: Fiscal Year Consolidated Capital Expenditures 2011 $ 11,000,000 2012 and each Fiscal Year thereafter $ 9,000,000 The amount set forth above for each Fiscal Year is the “Base Amount”. The Base Amount for any Fiscal Year shall be increased by an amount equal to (i) 50% of the excess, if any, of the Base Amount for the immediately preceding Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures of the type limited by this Section 6.7(c) for such previous Fiscal Year (the “Carry Forward Amount”) and (ii) any amounts allowed to be made or incurred for Consolidated Capital Expenditures in the immediately subsequent Fiscal Year (as set forth below), if any (but in no event more than $62,500,0001,000,000) (the “Carry Back Amount”), of ; provided that any amounts so made or incurred in such amount for the immediately preceding Fiscal Year in reliance on this clause (with ii) shall result in a corresponding reduction (on a dollar-for-dollar basis) in the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount Base Amount of Consolidated Capital Expenditures for allowed to be made or incurred in such previous immediately subsequent Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make . Consolidated Capital Expenditures in an amount not as permitted above shall be deemed to exceed the Cumulative Growth reduce first, any Carry Back Amount immediately prior to the making of such Consolidated Capital Expenditures (but if any); second, the amount of Consolidated Capital Expenditures made from set forth in the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c))chart above; and providedthird, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Carry Forward Amount.

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Permit the aggregate amount of the Consolidated Capital Expenditures, in Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year to exceed $250,000 per Fiscal Year. The amount by which (i) the maximum amount of Consolidated Capital Expenditures permitted for any Fiscal Year, as provided above in an aggregate amount this paragraph (d), shall exceed (ii) the actual Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for Holdings such Fiscal Year, may be carried over for expenditure solely in the next succeeding Fiscal Year; provided that Capital Expenditures made by the Borrower and its Subsidiaries the other Subsidiary Loan Parties in excess any Fiscal Year shall be deemed to have been made, first, in respect of $125,000,000; providedthe maximum amounts permitted for such Fiscal Year, such amount as provided in the table above, and, second, in respect of the amounts carried over from the prior Fiscal Year pursuant to the foregoing provisions of this sentence. For purposes of this paragraph (d), the Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year shall be increased by an amount equal to the excess, if not include: (A) any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each with the proceeds from the issue of any Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% Equity Interests of the quotient obtained Parent Company; (B) expenditures made in such period in connection with the replacement, substitution or restoration of assets (1) if and to the extent financed from insurance proceeds received on account of any loss of or damage to the assets being replaced or restored, or (2) with awards of compensation arising from the taking or the threat of taking by dividing eminent domain or condemnation of the assets being replaced; (AC) the purchase price of equipment that is purchased in such period simultaneously with the trade-in of existing equipment, but only if and to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time; or (D) the purchase of plant, property and equipment made in such period and within 365 days of any Disposition, but only up to the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation proceeds of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Disposition.

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Permit the aggregate amount of the Consolidated Capital Expenditures, in Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year identified below to exceed $250,000 per Fiscal Year. The amount by which (i) the maximum amount of Consolidated Capital Expenditures permitted for any Fiscal Year, as provided above in an aggregate amount this paragraph (d), shall exceed (ii) the actual Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for Holdings such Fiscal Year, may be carried over for expenditure solely in the next succeeding Fiscal Year; provided that Capital Expenditures made by the Borrower and its Subsidiaries the other Subsidiary Loan Parties in excess any Fiscal Year shall be deemed to have been made, first, in respect of $125,000,000; providedthe maximum amounts permitted for such Fiscal Year, such amount as provided in the table above, and, second, in respect of the amounts carried over from the prior Fiscal Year pursuant to the foregoing provisions of this sentence. For purposes of this paragraph (d), the Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year shall be increased by an amount equal to the excess, if not include: (A) any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each with the proceeds from the issue of any Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% Equity Interests of the quotient obtained Parent Company; (B) expenditures made in such period in connection with the replacement, substitution or restoration of assets (1) if and to the extent financed from insurance proceeds received on account of any loss of or damage to the assets being replaced or restored, or (2) with awards of compensation arising from the taking or the threat of taking by dividing eminent domain or condemnation of the assets being replaced; (AC) the purchase price of equipment that is purchased in such period simultaneously with the trade-in of existing equipment, but only if and to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time; or (D) the purchase of plant, property and equipment made in such period and within 365 days of any Disposition, but only up to the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation proceeds of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Disposition.

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

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and all of its Subsidiaries in excess of $125,000,000; provided, the corresponding amount set forth below opposite such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of : Period Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior Year 2008 $ 9,000,000 Fiscal Year 2009 $ 9,000,000 Fiscal Year 2010 $ 9,000,000 Fiscal Year 2011 $ 9,000,000 Fiscal Year 2012 $ 9,000,000 Anything to the making of such Consolidated Capital Expenditures foregoing notwithstanding, (but i) commencing with Fiscal Year 2009, in the event that the amount of Consolidated Capital Expenditures permitted to be made from the Cumulative Growth Amount by Holdings and its Subsidiaries pursuant to hereto in any Fiscal Year shall not exceed period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (i)) is greater than the amount of such Consolidated Capital Expenditures actually made by Holdings and its Subsidiaries during such fiscal year, such excess may be carried forward and utilized to make Consolidated Capital Expenditures in the succeeding year in an aggregate amount equal to 50% of the above scheduled amount of such excess amount, and (ii) Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided6.7(d) during any fiscal year shall be deemed made first, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum respect of amounts set forth above permitted for such Fiscal Year fiscal year as provided above (without giving effect to amounts carried over from any prior fiscal year pursuant to clause (i) above) and for every Fiscal Year thereafter shall be increased by an amount equal to 110% second, in respect of the quotient obtained by dividing excess amount carried over from any prior fiscal year pursuant to clause (Ai) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)above.

Maximum Consolidated Capital Expenditures. Holdings The Lead Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings the Lead Borrower and its Subsidiaries in excess of the corresponding amount (“Maximum Consolidated Capital Expenditures”) set forth below opposite such Fiscal Year (exclusive of Capital Expenditures paid with Net Asset Sale Proceeds or with Net Insurance/Condemnation Proceeds): 112 Fiscal Year Maximum Consolidated Capital Expenditures 2013 $125,000,000; 42,000,000.00 2014 $42,000,000.00 2015 $42,000,000.00 2016 $42,000,000.00 2017 $42,000,000.00 2018 $42,000,000.00 provided, such amount that the Maximum Consolidated Capital Expenditures for any Fiscal Year shall be increased by (i) an amount equal to the excess, if any (but portion of Maximum Consolidated Capital Expenditures not expended in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled “Roll-Over Amount”); provided, further, that any Roll-Over Amount not expended in the applicable Fiscal Year shall not be added to the amount of Maximum Consolidated Capital Expenditures for the immediately succeeding Fiscal Year. In the event that the Lead Borrower and its Subsidiaries have made Consolidated Capital Expenditures in any Fiscal Year being used prior in an aggregate amount equal to any amount carried over from the preceding Fiscal Year) over the actual amount of Maximum Consolidated Capital Expenditures for such previous Fiscal Year; providedYear (as such amount may be increased by any applicable Roll-Over Amount), further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings the Lead Borrower and its Subsidiaries may also utilize up to 100% of the applicable Maximum Consolidated Capital Expenditures for the immediately succeeding Fiscal Year to make additional Consolidated Capital Expenditures in the then current Fiscal Year (and with the amount so utilized to reduce the Maximum Consolidated Capital Expenditures in such immediately succeeding Fiscal Year). In addition to the foregoing, (i) the Lead Borrower or its applicable Subsidiaries may make additional Consolidated Capital Expenditures in an aggregate amount for all such Persons not to exceed $10,000,000 as a result of the Cumulative Growth Amount immediately prior replacement of the non-equipment operating leases in effect on the Closing Date with respect to their facilities in Youngsville, North Carolina and Geelong, Australia with Capital Leases and (ii) so long as the making of such Applicable Conditions are satisfied, the Lead Borrower and its Subsidiaries may make additional Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Expenditures.

Maximum Consolidated Capital Expenditures. Holdings Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings Company and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any any, (but in no event more than $62,500,000), 3,500,000) of such amount for the immediately preceding previous Fiscal Year (as adjusted in accordance with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Yearthis proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided: Fiscal Year Consolidated Capital Expenditures 2006 $ 10,000,000 2007 $ 10,000,000 2008 $ 10,000,000 91 Fiscal Year Consolidated Capital Expenditures 2009 $ 10,000,000 2010 $ 10,000,000 2011 $ 10,000,000 2012 $ 10,000,000 Notwithstanding the foregoing, furtherCompany, so long as no Default or a Guarantor Subsidiary thereof, shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also be permitted to make Consolidated Capital Expenditures in the form of (i) prior to the Closing Date, the acquisition of Material Real Estate (and improvements thereon) located in the State of Michigan which Material Real Estate shall constitute the Company’s and its Subsidiaries’ headquarters, during the Fiscal Year ended 2006, in an aggregate amount for such purchase not in excess of $13,400,000 (the “Headquarters Capital Expenditure”) and (ii) on or prior to the first anniversary of the Closing Date, Capital Expenditures associated with the construction and development of such acquired headquarters, including the acquisition of equipment and fixtures to be used in connection therewith, in an aggregate amount not to exceed $9,000,000 (the Cumulative Growth Amount immediately prior “Headquarters Development Capital Expenditure”). For the avoidance of doubt, no unused portion of the Headquarters Capital Expenditure may be “rolled forward” pursuant to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition proviso in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)sentence.

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make Make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and its Subsidiaries the Group in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year (the “Permitted Capital Expenditure Amount”); provided, that such amount for any Fiscal Year shall be increased by (i) an amount equal to the excess, if any (but in no event more than $62,500,000)any, of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for of any rollover from the prior Fiscal Year being deemed to be used prior to any amount carried over from the preceding Fiscal Yearfirst) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; Year and (ii) to the extent that a Permitted Acquisition is consummated during or prior to such Fiscal Year (but after the Original Closing Date), an amount equal to 5% of the Acquisition Consideration paid with respect to such Permitted Acquisition (the “Acquired Permitted CapEx Amount”) (provided, furtherhowever, so long as no Default shall have occurred and being continuing or would result therefromthat with respect to the Fiscal Year during which any such Permitted Acquisition occurs, Holdings and its Subsidiaries may also make the amount of additional Consolidated Capital Expenditures in permitted as a result of this clause (ii) shall be an amount not to exceed the Cumulative Growth Amount immediately prior equal to the making product of (x) the Acquired Permitted CapEx 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): Fiscal Year Consolidated Capital Expenditures (but 2010 $215,000,000 2011 $220,000,000 2012 $210,000,000 2013 $240,000,000 2014 $250,000,000 2015 $270,000,000 2016 $280,000,000 Notwithstanding the amount foregoing, for purposes of Consolidated Capital Expenditures made from determining compliance with this Section 6.07(c) for any given Fiscal Year, the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled actual amount of Consolidated Capital Expenditures that would have otherwise been permitted to are made or incurred in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated are denominated in any Fiscal Year and, if consummated, currency other than Dollars will be converted into Dollars based on the SDI Acquisition relevant currency exchange rate in effect on the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Original Closing Date.

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

Maximum Consolidated Capital Expenditures. Holdings Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any twelve month period ending on the last day of any Fiscal YearQuarter indicated below, in an aggregate amount for Holdings Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Quarter: Fiscal Quarter Consolidated Capital Expenditures March 31, 2012, and each Fiscal Quarter thereafter $125,000,000; 20,000,000 for the twelve month period ending on the last day of such Fiscal Quarter provided, such further, that the amount for of Capital Expenditures permitted to be made in any Fiscal Year shall twelve month period may be increased by an as follows: if the amount equal of the Capital Expenditures permitted to the excess, if be made in any (but in no event more twelve month period is greater than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated the Capital Expenditures actually made during such twelve month period (the amount by which such permitted Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated twelve month period exceeds the actual amount of Capital Expenditures in an amount not for such twelve month period, the “Excess Amount”), then up to exceed $2,000,000 of such Excess Amount (such amount, the Cumulative Growth Amount immediately prior “Carry-Over Amount”) may be carried forward to the making of such Consolidated Capital Expenditures next succeeding twelve month period (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made “Succeeding TTM Period”) and used in such Fiscal Year pursuant Succeeding TTM Period; provided that the Carry-Over Amount applicable to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall a particular Succeeding TTM Period may not be increased by an amount equal carried forward to 110% of the quotient obtained by dividing (A) the amount of Consolidated another twelve month period. Capital Expenditures made by Company and its Subsidiaries in any twelve month period shall be deemed to reduce first, the acquired Person or business amount set forth in the table above for such twelve month period and second, the Carry-Over Amount for the thirty-six applicable twelve month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)period.

Maximum Consolidated Capital Expenditures. Holdings The Borrower shall not, and it shall not permit its Subsidiaries the other Loan Parties to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings the Borrower and its Subsidiaries the other Loan Parties, in excess of $125,000,000; providedthe correlative amount set forth on Schedule 6.08. Notwithstanding the foregoing, (i) the applicable amounts on Schedule 6.08 shall be increased from time to time by the Permitted Equity Contribution Amount or proceeds of Subordinated Indebtedness for application to Consolidated Capital Expenditures (other than proceeds of Specified Equity Contributions, proceeds otherwise applied to the repayment of Indebtedness, payments required by the Completion Guaranty, payments made in accordance with either Disbursement Agreement or payments of Project Costs) but only to the extent such proceeds are contributed and/or extended and so applied for Consolidated Capital Expenditures during the relevant Fiscal Year, (ii) if any amount referred to in the table on Schedule 6.08 expended hereunder is not expended in the Fiscal Year for which it is permitted, 75% of any such non-expended amounts (the “Carryover Amount”) may be carried over for expenditure in the next succeeding Fiscal Year (with amounts expended in any Fiscal Year applied first against the Carryover Amount (if any), second against amounts set forth on Schedule 6.08 in respect of such Fiscal Year and third against the Additional Capital Expenditures Amount), (iii) payments made with the Net Cash Proceeds of Asset Sales and Recovery Events (in each case, without giving effect to the provisos contained in the definition thereof) in accordance with the definition of Net Cash Proceeds and contemporaneous exchanges or trade-ins of equipment or inventory (to the extent of the fair market value of any such exchanged or traded-in equipment or inventory), shall in each case not be increased by considered Consolidated Capital Expenditures for purposes of this Section 6.08(c), (iv) an additional amount equal to the excessaggregate fair market value (as determined by the Borrower in good faith) of Property (other than Cash or Cash Equivalents) received by the Borrower after the Full Opening Date as equity capital contributions (the “Additional Capital Expenditures Amount”) shall be available to make Consolidated Capital Expenditures, if any (but in no event more than $62,500,000v) without duplication of preceding clause (iii), Consolidated Capital Expenditures made in repair, replacement or restoration as a result of a Recovery Event in aggregate amount not to exceed the deductible under the insurance policy pursuant to which the Borrower has received Net Cash Proceeds in respect of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Recovery Event, shall in each case not be considered Consolidated Capital Expenditures for such previous Fiscal Year; providedpurposes of this Section 6.08(c), further(vi) expenditures made with the Available Amount shall not be considered Capital Expenditures for purposes of this Section 6.08(c), so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital (vii) Golf Course Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such $25,000,000 shall not be considered Consolidated Capital Expenditures (but the amount for purposes of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (36.08(c).

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount for any Fiscal Year set forth below shall be increased by in an amount equal to 5% of the excessaggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions from and after the First Amendment Effective Date, (y) if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual aggregate amount of Consolidated Capital Expenditures for any Fiscal Year (beginning with Fiscal Year 2010) shall be less than the amount set forth in the table below for such previous Fiscal Year; providedYear (before any carryover), further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries then such shortfall may also make Consolidated Capital Expenditures in an amount not be added to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from permitted for the Cumulative Growth Amount immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (z) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall not exceed 50% of first be deemed to be from the above scheduled amount of allocated to such year before any carryover: Fiscal Year Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); 2008 $ 25,000,000 2009 $ 25,000,000 2010 $ 35,000,000 2011 and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).$ 40,000,000

Maximum Consolidated Capital Expenditures. Holdings Holdings’ Domestic Subsidiaries shall not, and shall not permit its their Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Quarter or Fiscal Year, as applicable, indicated below, in an aggregate amount for Holdings and all of its Subsidiaries in excess of $125,000,000; provided, the corresponding amount set forth below opposite such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Quarter or Fiscal Year) over the actual amount of , as applicable: Period Consolidated Capital Expenditures for such previous Fiscal Year; providedQuarter ending March 31, further2008 $ 1,206,300 Fiscal Quarter ending June 30, so long as no Default shall have occurred and being continuing or would result therefrom2008 $ 2,420,000 Fiscal Quarter ending September 30, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior 2008 $ 807,800 Fiscal Quarter ending December 31, 2008 $ 447,000 Fiscal Year 2009 $ 7,000,000 Fiscal Year 2010 $ 7,000,000 Fiscal Year 2011 $ 7,000,000 Fiscal Year 2012 $ 7,000,000 Anything to the making of such Consolidated Capital Expenditures foregoing notwithstanding, (but i) commencing with Fiscal Year 2009, in the event that the amount of Consolidated Capital Expenditures permitted to be made from the Cumulative Growth Amount by Holdings’ Domestic Subsidiaries and their Subsidiaries pursuant to hereto in any Fiscal Year shall not exceed period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (i)) is greater than the amount of such Consolidated Capital Expenditures actually made by Holdings’ Domestic Subsidiaries and their Subsidiaries during such fiscal year, such excess may be carried forward and utilized to make Consolidated Capital Expenditures in the succeeding year in an aggregate amount equal to 50% of the above scheduled amount of such excess amount, and (ii) Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided6.7(j) during any fiscal year shall be deemed made first, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum respect of amounts set forth above permitted for such Fiscal Year fiscal year as provided above (without giving effect to amounts carried over from any prior fiscal year pursuant to clause (i) above) and for every Fiscal Year thereafter shall be increased by an amount equal to 110% second, in respect of the quotient obtained by dividing excess amount carried over from any prior fiscal year pursuant to clause (Ai) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)above.

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount for any Fiscal Year set forth below shall be increased by in an amount equal to 5% of the excessaggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions from and after the First Amendment Effective Date, (y) if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual aggregate amount of Consolidated Capital Expenditures for any Fiscal Year (beginning with Fiscal Year 2010) shall be less than the amount set forth in the table below for such previous Fiscal Year; providedYear (before any carryover), further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries then such shortfall may also make Consolidated Capital Expenditures in an amount not be added to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from permitted for the Cumulative Growth Amount immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (z) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall not exceed 50% of first be deemed to be from the above scheduled amount of allocated to such year before any carryover: Fiscal Year Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); 2008 $ 25,000,000 2009 $ 25,000,000 2010 $ 35,000,000 2011 and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% $ 40,000,000 BB. Section 6.8(e) of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition Credit Agreement is hereby replaced in its entirety as determined by the financial statements for such acquired Person or business by (B) three (3).follows:

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any any, (but in no event more than $62,500,000), 1,000,000) of such amount for the immediately preceding previous Fiscal Year (as adjusted in accordance with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Yearthis proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided: Fiscal Consolidated Year Capital Expenditures 2005 $ 25,000,000 2006 $ 25,000,000 2007 $ 25,000,000 2008 $ 25,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, furthera “Subject Transaction”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so long as no Default shall have occurred acquired or to be acquired or sold or to be sold and being continuing or would result therefrom, the consolidated financial statements of Holdings and its Subsidiaries may also make Consolidated Capital Expenditures which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in an amount not to exceed connection therewith, had been consummated or incurred or repaid at the Cumulative Growth Amount immediately beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the making of such Consolidated Capital Expenditures (but relevant acquisition at the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% weighted average of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted interest rates applicable to made in outstanding Loans incurred during such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3period).

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any any, (but in no event more than $62,500,000), 1,000,000) of such amount for the immediately preceding previous Fiscal Year (as adjusted in accordance with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Yearthis proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided: Fiscal Consolidated Year Capital Expenditures 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, furthera “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so long as no Default shall have occurred acquired or to be acquired or sold or to be sold and being continuing or would result therefrom, the consolidated financial statements of Holdings and its Subsidiaries may also make Consolidated Capital Expenditures which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in an amount not to exceed connection therewith, had been consummated or incurred or repaid at the Cumulative Growth Amount immediately beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the making of such Consolidated Capital Expenditures (but relevant acquisition at the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% weighted average of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted interest rates applicable to made in outstanding Loans incurred during such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3period).

Maximum Consolidated Capital Expenditures. Holdings The Borrower shall not, and it shall not permit its Subsidiaries the other Loan Parties to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings the Borrower and its Subsidiaries the other Loan Parties, in excess of $125,000,000; providedthe correlative amount set forth on Schedule 6.08. Notwithstanding the foregoing, (i) the applicable amounts on Schedule 6.08 shall be increased from time to time by the Permitted Equity Contribution Amount or proceeds of Subordinated Indebtedness for application to Consolidated Capital Expenditures (other than proceeds of Specified Equity Contributions, proceeds otherwise applied to the repayment of Indebtedness, payments required by the Completion Guaranty (as defined in the Term Loan Agreement), payments made in accordance with either Disbursement Agreement or payments of Project Costs) but only to the extent such proceeds are contributed and/or extended and so applied for Consolidated Capital Expenditures during the relevant Fiscal Year, (ii) if any amount referred to in the table on Schedule 6.08 expended hereunder is not expended in the Fiscal Year for which it is permitted, 75% of any such non-expended amounts (the “Carryover Amount”) may be carried over for expenditure in the next succeeding Fiscal Year (with amounts expended in any Fiscal Year applied first against the Carryover Amount (if any), second against amounts set forth on Schedule 6.08 in respect of such Fiscal Year and third against the Additional Capital Expenditures Amount), (iii) payments made with the Net Cash Proceeds of Asset Sales and Recovery Events (in each case, without giving effect to the provisos contained in the definition thereof) in accordance with the 122 definition of Net Cash Proceeds and contemporaneous exchanges or trade-ins of equipment or inventory (to the extent of the fair market value of any such exchanged or traded-in equipment or inventory), shall in each case not be increased by considered Consolidated Capital Expenditures for purposes of this Section 6.08(c), (iv) an additional amount equal to the excessaggregate fair market value (as determined by the Borrower in good faith) of Property (other than Cash or Cash Equivalents) received by the Borrower after the Full Opening Date as equity capital contributions (the “Additional Capital Expenditures Amount”) shall be available to make Consolidated Capital Expenditures, if any (but in no event more than $62,500,000v) without duplication of preceding clause (iii), Consolidated Capital Expenditures made in repair, replacement or restoration as a result of a Recovery Event in aggregate amount not to exceed the deductible under the insurance policy pursuant to which the Borrower has received Net Cash Proceeds in respect of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Recovery Event, shall in each case not be considered Consolidated Capital Expenditures for such previous Fiscal Year; providedpurposes of this Section 6.08(c), further, so long as no Default (vi) expenditures made with the Available Amount shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated not be considered Capital Expenditures for purposes of this Section 6.08(c), and (vii) Golf Course Expenditures (as defined in the Term Loan Agreement) in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such $25,000,000 shall not be considered Consolidated Capital Expenditures (but the amount for purposes of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (36.08(c).

Maximum Consolidated Capital Expenditures. Holdings NRF shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Quarter or Fiscal Year, as applicable, indicated below, in an aggregate amount for Holdings and all of its Subsidiaries in excess of $125,000,000; provided, the corresponding amount set forth below opposite such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Quarter or Fiscal Year) over the actual amount of , as applicable: Period Consolidated Capital Expenditures for such previous Fiscal Year; providedQuarter ending March 31, further2008 € 350,000 Fiscal Quarter ending June 30, so long as no Default shall have occurred and being continuing or would result therefrom2008 € 400,000 Fiscal Quarter September 30, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior 2008 € 300,000 Fiscal Quarter ending December 31, 2008 € 650,000 Fiscal Year 2009 € 3,000,000 Fiscal Year 2010 € 2,000,000 Fiscal Year 2011 € 2,000,000 Fiscal Year 2012 € 2,000,000 Anything to the making of such Consolidated Capital Expenditures foregoing notwithstanding, (but i) commencing with Fiscal Year 2009, in the event that the amount of Consolidated Capital Expenditures permitted to be made from the Cumulative Growth Amount by NRF and its Subsidiaries pursuant to hereto in any Fiscal Year shall not exceed period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (i)) is greater than the amount of such Consolidated Capital Expenditures actually made by NRF and its Subsidiaries during such fiscal year, such excess may be carried forward and utilized to make Consolidated Capital Expenditures in the succeeding year in an aggregate amount equal to 50% of the above scheduled amount of such excess amount, and (ii) Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided6.7(m) during any fiscal year shall be deemed made first, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum respect of amounts set forth above permitted for such Fiscal Year fiscal year as provided above (without giving effect to amounts carried over from any prior fiscal year pursuant to clause (i) above) and for every Fiscal Year thereafter shall be increased by an amount equal to 110% second, in respect of the quotient obtained by dividing excess amount carried over from any prior fiscal year pursuant to clause (Ai) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)above.