Common use of Maximum Consolidated Capital Expenditures Clause in Contracts

Maximum Consolidated Capital Expenditures. Make or become legally obligated to make Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth below, in an amount in excess of the amount set forth opposite such fiscal year: Fiscal Year Ending Amount September 30, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal year), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, of additional Equity Interests during such fiscal year that are not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.

Maximum Consolidated Capital Expenditures. Make Borrower shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for Borrower and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal yearFiscal Year: PERIOD CONSOLIDATED CAPITAL EXPENDITURES From the Closing Date through December 31, 2007 $ 1,380,000 Fiscal Year Ending Amount September 30, 2008 $ 3,000,000 Fiscal Year 2009 $ 3,600,000 Fiscal Year 2010 $54,000,000 September 30, $ 4,800,000 Fiscal Year 2011 $72,000,000 115 September 30, $ 4,800,000 Fiscal Year 2012 $ 80,000,000 September 30, 5,400,000 Fiscal Year 2013 and each fiscal year thereafter $ 85,000,000 provided that6,900,000 provided, to the amounts set forth above in clause (ii) extent the permitted amount for any fiscal year Fiscal Year has been expended, such permitted amount shall be increased by an amount equal to (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal year), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuanceexcess, if any, of additional Equity Interests during the permitted amount of Consolidated Capital Expenditures for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for the previous Fiscal Year; provided further, Borrower shall have the right to elect in writing to the Administrative Agent, delivered no later than concurrently with the delivery of the Financial Plan for such fiscal year that are Fiscal Year, to increase the permitted amount of Consolidated Capital Expenditures for such Fiscal Year by no less than $600,000 and no more than $2,400,000, so long as such right is not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in any event, in exercised on more than four occasions from the Closing Date until the date of determination and the aggregate and on a cumulative basisamount, for all increases taken together, does not exceed $10,000,0002,400,000.

Maximum Consolidated Capital Expenditures. Make or become legally obligated to make Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth below, in an amount in excess of the amount set forth opposite such fiscal year: Fiscal Year Ending Amount September 30, 2010 $$ 54,000,000 September 30, 2011 $$ 72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal year), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, of additional Equity Interests during such fiscal year that are not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.

Maximum Consolidated Capital Expenditures. Make Holdings shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal year: Fiscal Year Ending Amount September 30Year; provided, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and that (x) each fiscal year thereafter $ 85,000,000 provided that, the amounts such amount set forth above in clause (ii) for any fiscal year below shall be increased by in an amount equal to (x) 505% times of the aggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions, (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Restricted Payments made during Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the 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; provided, further, that so long as no Default has occurred Fiscal Year) and is continuing or would result from such expenditure, 50% of (z) in determining whether any amount set forth above in clause (ii) is available for any fiscal yearcarryover, if not the amount expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant Fiscal Year shall first be deemed to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal year), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, of additional Equity Interests during amount allocated to such fiscal year that are not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in before any event, in the aggregate carryover: Fiscal Year Consolidated Capital Expenditures 2008 $ 25,000,000 2009 $ 25,000,000 2010 $ 25,000,000 2011 and on a cumulative basis, $10,000,000.each Fiscal Year thereafter $ 30,000,000 105

Maximum Consolidated Capital Expenditures. Make NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal year: Fiscal Year Ending Amount September 30Year; provided, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to that (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during Consolidated Capital Expenditures for any Fiscal Year shall be less than the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year table below for which it is permitted above such Fiscal Year (excluding in that calculation (x) before any increased amount pursuant carryover), then such shortfall may be added to the first proviso to this Section 8.12(damount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) above Fiscal Year and (y) in determining whether any amount carried forward from a prior fiscal year)is available for carryover, may the amount expended in any Fiscal Year shall first be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may deemed to be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, amount allocated to such year before any carryover: Fiscal Year Consolidated Capital Expenditures 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year Thereafter $ 225,000,000 If at the end of additional Equity Interests any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such fiscal year that are not subject Fiscal Quarter in addition to mandatory prepayments required those otherwise permitted by this Section 2.06(d)(iii6.8(e), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.

Maximum Consolidated Capital Expenditures. Make NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal year: Fiscal Year Ending Amount September 30Year; provided, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to that (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during Consolidated Capital Expenditures for any Fiscal Year shall be less than the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year table below for which it is permitted above such Fiscal Year (excluding in that calculation (x) before any increased amount pursuant carryover), then such shortfall may be added to the first proviso to this Section 8.12(damount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) above Fiscal Year and (y) in determining whether any amount carried forward from a prior fiscal year)is available for carryover, may the amount expended in any Fiscal Year shall first be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may deemed to be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, amount allocated to such year before any carryover: Fiscal Year Consolidated Capital Expenditures 2008 $ 300,000,000 2009 and each Fiscal Year thereafter $ 250,000,000 If at the end of additional Equity Interests any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such fiscal year that are not subject Fiscal Quarter in addition to mandatory prepayments required those otherwise permitted by this Section 2.06(d)(iii6.8(e), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.

Maximum Consolidated Capital Expenditures. Make Borrower shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for Borrower and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal yearFiscal Year: PERIOD CONSOLIDATED CAPITAL EXPENDITURES From the Closing Date through December 31, 2007 $ 1,150,000 Fiscal Year Ending Amount September 30, 2008 $ 2,500,000 Fiscal Year 2009 $ 3,000,000 Fiscal Year 2010 $54,000,000 September 30, $ 4,000,000 Fiscal Year 2011 $72,000,000 115 September 30, $ 4,000,000 Fiscal Year 2012 $ 80,000,000 September 30, 4,500,000 Fiscal Year 2013 and each fiscal year thereafter $ 85,000,000 provided that5,750,000 provided, to the amounts set forth above in clause (ii) extent the permitted amount for any fiscal year Fiscal Year has been expended, such permitted amount shall be increased by an amount equal to (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal year), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuanceexcess, if any, of additional Equity Interests during the permitted amount of Consolidated Capital Expenditures for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for the previous Fiscal Year; provided further, Borrower shall have the right to elect in writing to the Administrative Agent, delivered no later than concurrently with the delivery of the Financial Plan for such fiscal year that are Fiscal Year, to increase the permitted amount of Consolidated Capital Expenditures for such Fiscal Year by no less than $500,000 and no more than $2,000,000, so long as such right is not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in any event, in exercised on more than four occasions from the Closing Date until the date of determination and the aggregate and on a cumulative basisamount, for all increases taken together, does not exceed $10,000,0002,000,000.

Maximum Consolidated Capital Expenditures. Make Holdings shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided that (x) if the aggregate amount of Consolidated Capital Expenditures made in any Fiscal Year shall be less than the aggregate maximum amount of Consolidated Capital Expenditures permitted under this Section 6.8(d) for such Fiscal Year (before giving effect to any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted under this Section 6.8(d) for the 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 first be 130 deemed to be from the amount allocated to such Fiscal Year (before giving effect to any carryover): CONSOLIDATED FISCAL YEAR ENDING CAPITAL EXPENDITURES ----------------------------------------------------- -------------------- February 2005 U.S.$22.0 million February 2006 U.S.$22.0 million February 2007 and thereafter U.S.$20.0 million In determining compliance with this Section 6.8(d), Company shall (i) during calculate the period U.S. Dollar equivalent amount of two consecutive fiscal quarters Capital Expenditures for each Fiscal Quarter, using the rate of exchange used in preparing the Borrower ending September 30, 2009, in an amount in excess of $25,000,000financial statements for such Fiscal Quarter, and (ii) during each fiscal year set forth below, in an amount in excess of the amount set forth opposite such fiscal year: Fiscal Year Ending Amount September 30, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to calculate the aggregate amount of such Restricted Payments made during Capital Expenditures for each Fiscal Year based on the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% sum of any amount set forth above in the Capital Expenditures for each Fiscal Quarter determined pursuant to clause (ii) for any fiscal year, if not expended in the fiscal year for which it is permitted above (excluding in that calculation (x) any increased amount pursuant to the first proviso to this Section 8.12(d) above and (y) any amount carried forward from a prior fiscal yeari), may be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, of additional Equity Interests during such fiscal year that are not subject to mandatory prepayments required by Section 2.06(d)(iii), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.

Maximum Consolidated Capital Expenditures. Make NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or become legally obligated to make incur Consolidated Capital Expenditures in the aggregate (i) during the period of two consecutive fiscal quarters of the Borrower ending September 30, 2009Expenditures, in an amount in excess of $25,000,000, and (ii) during each fiscal year set forth any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such fiscal year: Fiscal Year Ending Amount September 30Year; provided, 2010 $54,000,000 September 30, 2011 $72,000,000 115 September 30, 2012 $ 80,000,000 September 30, 2013 and each fiscal year thereafter $ 85,000,000 provided that, the amounts set forth above in clause (ii) for any fiscal year shall be increased by an amount equal to that (x) 50% times (y) the aggregate reduction, if any, during such fiscal year of Restricted Payments made under Section 8.06(d) compared to the aggregate amount of such Restricted Payments made during Consolidated Capital Expenditures for any Fiscal Year shall be less than the immediately preceding fiscal year; provided, further, that so long as no Default has occurred and is continuing or would result from such expenditure, 50% of any amount set forth above in clause (ii) for any fiscal year, if not expended in the fiscal year table below for which it is permitted above such Fiscal Year (excluding in that calculation (x) before any increased amount pursuant carryover), then such shortfall may be added to the first proviso to this Section 8.12(damount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) above Fiscal Year and (y) in determining whether any amount carried forward from a prior fiscal year)is available for carryover, may the amount expended in any Fiscal Year shall first be carried over for expenditure in the next following fiscal year; and provided, further, however, that the amounts set forth above in clause (ii) for any fiscal year may deemed to be increased, in whole or in part, by an amount equal to (x) 50% times (y) the Net Cash Proceeds from the issuance, if any, amount allocated to such year before any carryover: Fiscal Year Consolidated Capital Expenditures 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year thereafter $ 225,000,000 If at the end of additional Equity Interests any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such fiscal year that are not subject Fiscal Quarter in addition to mandatory prepayments required those otherwise permitted by this Section 2.06(d)(iii6.8(e), such increased amount herein not to exceed, in any event, in the aggregate and on a cumulative basis, $10,000,000.