Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurMake, or permit any of its Subsidiaries to be made or incurredmake, any Capital Expenditures during that would cause the aggregate of all such Capital Expenditures made by the Loan Parties and their Subsidiaries in any Fiscal Year in excess set forth below to exceed the percentage set forth below of $110,000,000 in the aggregate. Notwithstanding Consolidated EBITDA for the foregoingimmediately preceding Fiscal Year: Fiscal Year Ending In Percentage of Consolidated EBITDA July 28, 2006 through August 3, 2007 65% August 1, 2008 and thereafter 60% ; provided, however, that (i) up to 100% of if, for any Fiscal Year, the amount of Capital Expenditures permitted pursuant to this Section 5.3 allowed above for any Fiscal Year, if not expended in the such Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and exceeds the aggregate amount of all Capital Expenditures expended made by the Borrower and its Subsidiaries during such Fiscal Year, the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year ending December 31, 2009, in an amount (such amount being referred to herein as certified by a Responsible Officer of the Borrower “Capex Carryover”) equal to the Administrative Agent on or prior to lesser amount of (x) the Effective Date; Capex Carryover and (y) 15% of such amount of Capital Expenditures allowed above for such Fiscal Year and (ii) Capital Expenditures made in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be made, first, in respect of from the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over Capex Carryover amount from the prior Fiscal Year pursuant that has been allocated to clause (i) abovesuch current Fiscal Year; (iii) provided, further, that notwithstanding the maximum amount of foregoing limitations contained in this Section 5.02, the Borrower and its Subsidiaries shall be permitted to make Capital Expenditures set forth above shall be increased by in respect of “land banking” in an additional aggregate amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal not to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofexceed $15,000,000.

Capital Expenditures. The BorrowerHoldings, together with its Subsidiariesthe Borrower and the Canadian Borrower will not, shall and will not permit any of the Restricted Subsidiaries to, make or incur, or permit to be made or incurred, any Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing(other than Permitted Acquisitions that constitute Capital Expenditures), (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and would cause the aggregate amount of all such Capital Expenditures expended made by the Borrower and the Restricted Subsidiaries in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer any fiscal year of the Borrower set forth below to exceed (i) the Administrative Agent on or prior sum of (a) the greater of (x) the amount set forth in the table below opposite such fiscal year and (y) an amount equal to 6.00% multiplied by Consolidated Net Sales for such fiscal year (such greater amount, the Effective Date; “Permitted Capital Expenditure Amount”) and (b) the Available Amount as of the last day of such fiscal year (provided that no portion of the Available Amount may be used for Capital Expenditures until the entire amount of the sum of (x) the Permitted Capital Expenditure Amount for such year and (y) the carry-forward amount (as defined below in this Section 10.11) for such year shall have been used to make Capital Expenditures) less (ii) to the extent deducted in arriving at Consolidated Earnings in the prior fiscal year, the amount of expenses related to the implementation of enterprise resource planning systems of such prior fiscal year. Period Amount March 1, 2004 to November 28, 2004 $ 35,000,000 November 29, 2004 to November 27, 2005 $ 45,000,000 November 28, 2005 to November 26, 2006 $ 50,000,000 November 27, 2006 to December 2, 2007 $ 40,000,000 111 Period Amount December 3, 2007 to November 30, 2008 $ 40,000,000 December 1, 2008 to November 29, 2009 $ 40,000,000 November 30, 2009 to November 28, 2010 $ 40,000,000 November 29, 2010 to the Maturity Date $ 40,000,000 To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year, 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward to the immediately succeeding fiscal year and utilized to make such Capital Expenditures in any Fiscal Year shall such succeeding fiscal year in the event the amount set forth above for such succeeding fiscal year has been used (it being understood and agreed that (a) no carry-forward amount may be deemed to be madecarried forward beyond the first two fiscal years immediately succeeding the fiscal year in which it arose, first, in respect (b) no portion of the amounts permitted carry-forward amount available for any fiscal year may be used until the entire amount of the Permitted Capital Expenditure Amount for such Fiscal Year as provided above fiscal year (without giving effect to such carry-forward amount) shall have been used to make Capital Expenditures and (c) if the carryover permitted by clause (i) above) and, second, in respect carry-forward amount available for any fiscal year is the sum of amounts carried over forward from each of the two immediately preceding fiscal years, no portion of such carry-forward amount from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% earlier of the total revenues of two immediately preceding fiscal years may be used until the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation entire portion of such Permitted Acquisition (as determined in financial statements carry-forward amount from the more recent immediately preceding fiscal year shall have been used for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained made in clauses (asuch fiscal year), (b) or (c) of the definition thereof.

Capital Expenditures. The BorrowerMake or become legally obligated to make Consolidated Capital Expenditures in the aggregate for the Borrower and its Restricted Subsidiaries during any fiscal year (calculated for the entire fiscal year ending December 31, together with its Subsidiaries2005, shall not make or incurincluding the period prior to the Closing Date) in an amount exceeding an amount equal to (i) $80,000,000 in such fiscal year (the “Base Amount”); plus (ii) an aggregate amount in addition to the Base Amount after the Closing Date equal to $80,000,000; provided that, or permit to the extent the Base Amount exceeds the aggregate amount of Consolidated Capital Expenditures (other than amounts permitted to be made or incurredpursuant to the second proviso below) actually made during such fiscal year, Capital Expenditures during any Fiscal Year in such excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, amount (i) up to 100an aggregate of 50% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 the Base Amount for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, such fiscal year) may be carried over for expenditure in forward to (but only to) the next succeeding Fiscal Year; provided that fiscal year (any such amount to be certified by the Borrower to the Administrative Agent in the Compliance Certificate delivered for the Fiscal Year ending December 31last fiscal quarter of such fiscal year, 2010and any such amount carried forward to a succeeding fiscal year shall be deemed to be used prior to the Borrower and the Restricted Subsidiaries using the Base Amount for such succeeding fiscal year, any without giving effect to such carry-over amount forward); provided, further that, the limitation in the foregoing sentence shall be calculated based on exclusive of (i) the difference, if any, between $110,000,000 and the aggregate amount of all Consolidated Capital Expenditures expended actually made with cash capital contributions made to the Borrower or any of the Restricted Subsidiaries, directly or indirectly, by Xxxxxx, after the Closing Date and specifically identified in the Fiscal Year ending December 31, 2009, as certified a certificate delivered by a Responsible Officer of the Borrower to the Administrative Agent on or about the time such capital contribution is made (but in any event prior to the Effective Date; time of the Capital Expenditure made with such capital contribution), and (ii) any portion of any Acquisition that is permitted under Section 8.13 that is accounted for as a Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofExpenditure.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, Make or permit to be made or incurred, Capital Expenditures during any Fiscal Year fiscal year in excess of the amount set forth below opposite such fiscal year: Fiscal Period Amount ------------- ------ Fiscal Year Ending July 31, 1996 $110,000,000 in the aggregate. Notwithstanding the foregoing55,000,000 Fiscal Year Ending July 31, 1997 $50,000,000 Fiscal Year Ending July 31, 1998 $35,000,000 Fiscal Year Ending July 31, 1999 $35,000,000 Fiscal Year Ending July 31, 2000 or thereafter $37,000,000 provided, however, that (i) up the amount set forth above with respect to 100% any fiscal year shall be increased by the amount, if any, by which the Net Cash Proceeds received during such fiscal year in respect of any Prepayment Event described in clause (2) or (3) of the definition of such term exceeds the aggregate principal amount of Rollover Term Loans prepaid with respect to such Prepayment Event pursuant to Section 2.12(d) or deposited or applied pursuant to Section 2.12(g) in lieu of such prepayment, (ii) the amount 103 98 set forth above with respect to any fiscal year (other than the fiscal year ending July 31, 1996) shall be increased by the amount, if any, by which the amount of Excess Cash Flow for the immediately preceding fiscal year exceeds the aggregate principal amount of Rollover Term Loans prepaid pursuant to Section 2.12(e) by reference to such Excess Cash Flow, (iii) if Capital Expenditures made in any fiscal year are less than the applicable maximum amount set forth above opposite such fiscal year (plus the additional amount, if any, of Capital Expenditures permitted in such fiscal period pursuant to clauses (i) and (ii) above, but excluding the additional amount, if any, of Capital Expenditures permitted in such fiscal period as a result of a carryover from the preceding fiscal period by reason of this clause), then an amount equal to the lesser of such shortfall or $15,000,000 shall be carried forward and added to the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Yearfiscal year; provided further, however, that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended any consideration paid or given in the Fiscal Year ending December 31, 2009, as certified by connection with a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made Permitted Acquisition in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by reliance upon sub- clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (bB) or (cC) of clause (iii) of the definition thereofof "Permitted Acquisition" shall not thereafter be available for Capital Expenditures pursuant to the foregoing proviso.

Capital Expenditures. The Borrower(a) Make or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures during any Fiscal Year in excess of $110,000,000 the Borrower and its Subsidiaries in the aggregate. Notwithstanding the foregoingordinary course of business not exceeding $500,000,000 during fiscal year 2006, $475,000,000 during fiscal year 2007, $425,000,000 during fiscal year 2008 and $450,000,000 during each fiscal year thereafter; provided, that (i) up to 100% of the any such amount of Capital Expenditures permitted pursuant referred to this Section 5.3 for any Fiscal Yearabove, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in pursuant to this Section during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year fiscal year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause (ia) above; (iii) . Notwithstanding anything to the maximum contrary with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures set forth above permitted under the preceding sentence applicable to each fiscal year shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% the quotient obtained by dividing (A) the amount of such Capital Expenditures (determined in accordance with GAAP) made by the total revenues of the Proposed Acquisition Target for such Permitted Acquisition acquired entity or business for the last four full Fiscal Quarters thirty-six month period immediately preceding the date of consummation of such Permitted Acquisition Acquisition, by (as determined in financial statements for B) three (such amount, the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements"Acquired Permitted Capital Expenditure Amount"); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 6.6 with respect to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (ivy) a fraction, the numerator of which is the number of days remaining in such Capital Expenditures shall not include any items contained in clauses (a)fiscal year and the denominator of which is 365 or 366, (b) or (c) of the definition thereofif applicable.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurMake, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Parent and its Subsidiaries (excluding expenditures made with Net Cash Proceeds that shall have been reinvested in accordance with this Agreement and the reimbursement of insurance proceeds) in any period set forth below to exceed (1) during the Suspension Period, U.S.$15,000,000 and (2) at any time after the expiration of the Suspension Period, the sum of (a) 25% of the increase (the "Increase Portion") in Consolidated Pro Forma Adjusted EBITDA due solely to the consummation of a Permitted Acquisition or Pending Acquisition during such period or any prior period (such Increase Portion to be made or incurred, Capital Expenditures during any applied pro rata for the remaining of the Fiscal Year in excess of $110,000,000 in which such Permitted Acquisition or Pending Acquisition is consummated), and (b) the aggregate. amount set forth below for such period: ====================================================== Fiscal Year Ending In Amount ------ ------------------------------------------------------ December 31, 2001 U.S.$48,000,000 December 31, 2002 U.S.$50,000,000 December 31, 2003 U.S.$53,000,000 December 31, 2004 U.S.$56,000,000 December 31, 2005 U.S.$59,000,000 For each Fiscal Year thereafter U.S.$62,000,000 ====================================================== Notwithstanding the foregoing, (i) up to 100% of in the event that the amount of Capital Expenditures permitted to be made in any Fiscal Year (before giving effect to any increase in such permitted expenditure amount pursuant to this Section 5.3 for any sentence) exceeds the amount of Capital Expenditures made during such Fiscal Year, if not expended in such excess (the Fiscal Year for which it is permitted, "Rollover Amount") may be carried over for expenditure forward and utilized to make Capital Expenditures in the next succeeding Fiscal Year; year, provided that in no event shall the aggregate amount of Capital Expenditures made during any Fiscal Year pursuant to this sentence exceed 150% of the Capital Expenditures that would be permitted to be made but for the provisions of this sentence; provided, further that the amount set forth above for the Fiscal Year ending December 31, 2010, any such carry-over amount 2003 shall be calculated based on the difference, if any, between $110,000,000 and reduced by the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) any Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of during the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofSuspension Period."

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditures, together with except that Borrower and its Subsidiaries, shall not Qualified Subsidiaries may make or incur, or permit commit to be made or incurred, make Capital Expenditures during any not exceeding the amount set forth below (the “Base Amount”) for each of the fiscal years of Borrower set forth below: Fiscal Year in excess Base Amount 2011 $ 50,500,000 2012 $ 54,200,000 2013 $ 58,100,000 2014 $ 62,200,000 2015 and each subsequent fiscal year $ 66,400,000 provided that for any period set forth above, the Base Amount set forth above may be increased by a maximum of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 10050% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 Base Amount for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried such period by carrying over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, to any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer period any portion of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above Base Amount (without giving effect to any increase) not spent in the carryover permitted by clause immediately preceding period (i) above) andthe “CapEx Carryforward Amount”), second, and that Capital Expenditures in respect of amounts carried over any period shall be deemed first made from the prior Fiscal Year pursuant Base Amount applicable to such period; provided, further, that additional Capital Expenditures may be made in an aggregate amount not to exceed the Available Amount (without giving effect to clause (ia) above; (iii) of the maximum amount definition thereof for such purpose). With respect to any fiscal year of Capital Expenditures set forth above Borrower during which a Permitted Acquisition is consummated and for each fiscal year of Borrower subsequent thereto, the Base Amount applicable to such fiscal year shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 2015% of the total revenues net revenue of the Proposed Acquisition Target acquired entity for the most recent fiscal year of such entity (as set forth in the audited financial statements of such entity for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such entity delivered to Borrower by such entity or the seller thereof in connection with such Permitted Acquisition) (the amount of such increase, the “Acquired Base Amount”); provided, further, that, with respect to the fiscal year of Borrower during which any such Permitted Acquisition for occurs, the last four full Fiscal Quarters preceding Base Amount applicable to such fiscal year shall be increased by an amount equal to the date product of consummation of such Permitted Acquisition (as determined in financial statements for x) the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); Acquired Base Amount and (ivy) a fraction, the numerator of which is the number of days remaining in such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) fiscal year of Borrower and the definition thereofdenominator of which is 365.

Capital Expenditures. The BorrowerPermit the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any period set forth below to exceed (i) the amount of such Capital Expenditures made with the portion, together with its Subsidiariesif any, shall not make or incurof the Available Retained Basket Amount on the date of any election that the Borrower elects to apply to this Section 6.10(i), or permit such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such Capital Expenditure, increase the Available Retained Basket Usage Amount), plus (ii) the amount set forth below for such period: Fiscal Year Amount 2011 $ 350,000,000 2012 $ 200,000,000 2013 $ 200,000,000 2014 $ 200,000,000 2015 and thereafter $ 200,000,000 90 The amount of permitted Capital Expenditures set forth in the table above in respect of any fiscal year commencing with the fiscal year ending on December 31, 2012 (the “Specified Permitted CapEx Amount”) shall be increased (but not decreased) by the amount of the unused Specified Permitted CapEx Amount for the immediately preceding fiscal year (the “CapEx Rollover Amount”); provided that any CapEx Rollover Amount shall be available to be used in such fiscal year only after the Specified Permitted CapEx Amount for such fiscal year has been fully used in such fiscal year. In addition, the amount of permitted Capital Expenditures that would otherwise be permitted in any fiscal year pursuant to this Section 6.10 (including as a result of the preceding sentence) may be increased by an amount not to exceed 50% of the Specified Permitted CapEx Amount for the immediately succeeding fiscal year (the “CapEx Pull Forward Amount”); provided that before any Capital Expenditures are made or incurredin a fiscal year pursuant to the CapEx Pull Forward Amount, Capital Expenditures during shall have been made in such fiscal year in an amount equal to the Capital Expenditures otherwise permitted in such fiscal year (including as a result of the application of the preceding sentence). The actual CapEx Pull Forward Amount that is used in respect of any Fiscal Year in excess of $110,000,000 in such fiscal year shall reduce, on a dollar-for-dollar basis, the aggregateSpecified Permitted CapEx Amount for the immediately succeeding fiscal year. Notwithstanding anything to the foregoingcontrary in this paragraph, (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year made pursuant to clause (iii) above; of this Section 6.10 (iiiincluding as a result of the application of the preceding sentences) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20fiscal year shall not exceed 200% of the total revenues of the Proposed Acquisition Target Specified Permitted CapEx Amount for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereoffiscal year.

Capital Expenditures. The BorrowerBorrower will not permit Consolidated Capital Expenditures in any Fiscal Year to exceed in the aggregate an amount equal to the greater of (i) $55,000,000 (such amount for any Fiscal Year being referred to as the “Base CapEx Amount” for such Fiscal Year) and (ii) if the Borrower or any Restricted Subsidiary shall have consummated any Material Acquisition (excluding the Merger) after the Closing Date, together the Material Acquisition CapEx Amount for such Fiscal Year (determined as of the date of consummation of the Material Acquisition most recently consummated after the Closing Date and on or prior to the last day of such Fiscal Year); provided that (A) commencing with its Subsidiariesthe Fiscal Year ending on December 31, shall 2018, the portion of the Base CapEx Amount for any Fiscal Year that has not been expended to make or incur, or permit to be made or incurred, Consolidated Capital Expenditures during any such Fiscal Year (but not in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 10050% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 Base CapEx Amount for any such Fiscal Year, if not expended in the Fiscal Year for which it is permitted, ) may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the immediately following Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (iiB) Consolidated Capital Expenditures made in during any Fiscal Year shall be deemed to be madeuse, first, in respect of the amounts permitted Base CapEx Amount for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect any portion of amounts the Base CapEx Amount for the immediately preceding Fiscal Year that has been carried over from the prior to such Fiscal Year pursuant to clause (iA) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% . For purposes of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.foregoing:

Capital Expenditures. The BorrowerMake or become legally obligated to make any Capital Expenditure, together with its Subsidiariesexcept for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each Fiscal Year, the amount set forth below opposite such Fiscal Year: Fiscal Year Maximum Capital Expenditures 2011 $ 35,000,000 2012 $ 40,000,000 2013 $ 47,000,000 2014 $ 53,000,000 2015 $ 60,000,000 ; provided, however, that if at any time, the Consolidated Total Lease Adjusted Leverage Ratio, as demonstrated in a Compliance Certificate reasonably satisfactory to the Administrative Agent, is less than 4.00 to 1.00 for the Measurement Periods ended as at the end of the two immediately prior Fiscal Quarter end dates, the restrictions set forth in this Section 7.12 shall not make or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year in excess apply until the earlier of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% the end of the applicable Fiscal Year or (ii) the date on which the Consolidated Total Lease Adjusted Leverage Ratio, as the end of a Measurement Period for any successive Fiscal Quarters as demonstrated in a compliance certificate reasonably satisfactory to the Administrative Agent, is equal to or greater than 4.00 to 1.00; and ; provided further, however, that if as of the last day of any Fiscal Year, the Borrower and its Subsidiaries have made Capital Expenditures in the period consisting of four Fiscal Quarters then ended in an aggregate amount less than the applicable amount set forth above, then so long as no Event of Default is then continuing, an amount equal the lesser of (i) fifty percent (50%) of the unused portion of such permitted Capital Expenditures for such Fiscal Year (excluding any unused amounts carried over from Fiscal Year prior to such Fiscal Year) and (ii) twenty-five 113 percent (25%) of the maximum amount of Capital Expenditures permitted pursuant to this Section 5.3 for such Fiscal Year (excluding any Fiscal Year, if not expended in unused amounts carried over from the Fiscal Year for which it is permitted, prior to such Fiscal Year) as reflected in the table set forth above may be carried over for expenditure in the next succeeding immediately following Fiscal Year; provided that . Notwithstanding the foregoing, the Borrower will not enter into any new lease arrangements and will not permit any of its Subsidiaries to enter into any new lease arrangements (other than leases which are subject to a binding written commitment on the Closing Date), and will not make, and will not permit any of its Subsidiaries to make, any uncommitted Capital Expenditures, unless the Consolidated Total Lease Adjusted Leverage Ratio for the Fiscal Year ending December 31Measurement Period most recently completed, 2010after giving pro forma effect to such lease or Capital Expenditure, any is 0.25 less than the Consolidated Total Lease Adjusted Leverage Ratio required for such carry-over amount shall Measurement Period, such compliance to be calculated based determined on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower financial information most recently delivered to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b6.01(a) or (c) b), and no Default or Event of the definition thereofDefault then exists or would result therefrom.

Capital Expenditures. The BorrowerEach Borrower will not, together with and will not permit any of its SubsidiariesSubsidiaries to, shall not contract for, purchase or make any expenditure or incurcommitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, or permit to be made or incurred2020, in excess of $40,000,000, (ii) in the90,000,000 in any fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of fiscal year are less than the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearsuch fiscal year, if not expended in then the Fiscal Year for which it is permitted, unused amount (the “Carryover Amount”) may be carried over for expenditure and used in the next immediately succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower fiscal year subject to the Administrative Agent on or prior to the Effective Date; following limitations: (iii) Capital Expenditures made in any Fiscal Year Carryover Amount shall be deemed to be made, first, the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the amounts permitted for Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Fiscal Year as provided above (without Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the carryover permitted by clause “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (icalculated to give effect to such Unfunded Capital Expenditures) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% as of the total revenues last day of the Proposed Acquisition Target for such Permitted Acquisition most recently ended fiscal quarter for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b4) (Financial Statements); and (iv) such Capital Expenditures shall fiscal quarter period then ending is not include any items contained in clauses (a), (b) or (c) of the definition thereof.less than 1.25 to 1.00 on a pro forma basis..

Capital Expenditures. The BorrowerOther than with respect to Prisma -------------------- Capital Expenditures, together with its Subsidiarieswhich are covered by the following sentence, the Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its Subsidiaries to make or incur (or commit to make or incur) Capital Expenditures (i) in the 1998 fiscal year which exceed, in the aggregate, $1,000,000, (ii) in the 1999 fiscal year which exceed, in the aggregate, $1,000,000 in connection with the Borrower's Date-Sensitive System (the "DSS Capex") and $1,000,000 in connection with any other Capital Expenditures (the "Other Capex"), and (iii) in the 2000 fiscal year and any fiscal year thereafter which exceed, in the aggregate, $1,000,000 for such fiscal year; provided that if the maximum amount set forth above -------- for any period in clauses (ii) and (iii) exceeds the aggregate amount of Capital Expenditures made or permit incurred (or committed to be made or incurred) during such period (such excess, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing"CE Excess"), (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) then the maximum amount of Capital Expenditures set forth above for the following period (but not any subsequent periods) shall be increased by an additional the amount after of CE Excess; provided further, that ---------------- calculations of CE Excess during the Effective Date for 1999 fiscal year shall only be made with respect to Other Capex and not DSS Capex. The Borrower shall not make or incur (or commit to make or incur) and shall not permit any of its Subsidiaries to make or incur (or commit to make or incur) Prisma Capital Expenditures other than Prisma Capital Expenditures which do not exceed, in the aggregate, $250,000 in each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of Borrower's 1998 and 1999 fiscal years; provided, however, that Prisma Capital Expenditures in the Proposed Acquisition Target for such Permitted Acquisition for 2000 -------- fiscal year and any fiscal year thereafter shall be applied against the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards limitation set forth in Section 6.1(bclause (iii) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof."

Capital Expenditures. The BorrowerMake Capital Expenditures for each fiscal quarter ending on the dates listed below in an aggregate amount in excess of the amount listed below opposite such date, together with its Subsidiariesprovided, that if the amount of the actual Capital Expenditures that are made during any fiscal quarter is less than such amount, 50% of the unused portion thereof may be carried forward to and made only during the immediately following fiscal quarter and any such amount carried forward shall not make or incur, or permit be deemed to be made or incurredthe first portion spent: Fiscal Quarter Ending Capital Expenditures March 31, 2003 $110,000,000 June 30, 2003 $110,000,000 September 30, 2003 $116,000,000 December 31, 2003 $142,000,000 March 31, 2004 $100,000,000 Make Capital Expenditures during any Fiscal Year the period commencing on April 1, 2004 and ending on December 31, 2004 in an aggregate amount in excess of $110,000,000 375,000,000 and, promptly after the end of each fiscal month, commencing with the fiscal month ending April 30, 2004, the Borrower shall deliver a report showing that during the period commencing April 1, 2004 through the end of such fiscal month Capital Expenditures made by the Borrower and the Guarantors shall have not exceeded $375,000,000 in the aggregate. Notwithstanding Make Capital Expenditures (other than Capital Expenditures in connection with any Permitted 1110 Acquisition (including those relating to the foregoingExisting 0000 Xxxxxxxxxx Documents)[ or], any Permitted Aircraft Acquisition or the purchase of the A, B and C tranches of indebtedness under the EETC Facility) during the period commencing on January 1, 2005 and ending on December 31, 2005 in an aggregate amount in excess of $375,000,000. Make Capital Expenditures (iother than any Capital Expenditures in connection with any Permitted 1110 Acquisition (including those relating to the Existing 0000 Xxxxxxxxxx Documents)[ or], any Permitted Aircraft Acquisition or the purchase of the A, B and C tranches of indebtedness under the EETC Facility) up during the period commencing on January 1, 2006 and ending on March 31, 2006 in an aggregate amount in excess of $75,000,000 plus the amount equal to 10050% of the amount, if any, by which $375,000,000 exceeds the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearmade during the period commencing on January 1, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year 2005 and ending on December 31, 20102005, any and, promptly after the end of each fiscal month, commencing with the fiscal month ending January 31, 2006, the Borrower shall deliver a report to the Agents and the Tranche C Agent showing that during the period commencing January 1, 2006 through the end of such carry-over fiscal month, Capital Expenditures made by the Borrower and the Guarantors shall have not exceeded $75,000,000 in the aggregate plus the amount shall be calculated based on equal to 50% of the differenceamount, if any, between by which $110,000,000 and 375,000,000 exceeds the aggregate amount of all Capital Expenditures expended in made during the Fiscal Year period commencing on January 1, 2005 and ending on December 31, 2009, as certified by a Responsible Officer of 2005. Make Capital Expenditures in connection with any Permitted 1110 Acquisition (including the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in connection with the transaction contemplated by the Existing 0000 Xxxxxxxxxx Documents but excluding any Fiscal Year shall be deemed Capital Expenditures made in connection with the purchase of the A, B and C tranches of indebtedness under the EETC Facility), Permitted Aircraft Acquisition (including any Capital Expenditures necessary to be madebring such equipment within the fleet standards of the Borrower but excluding any Capital Expenditures made in connection with the purchase of the A, firstB and C tranches of indebtedness under the EETC Facility), any Acquisition Deposits relating thereto or any Financing Shortfall, in respect an aggregate amount in excess of the amounts permitted $750,000,000, provided that cash utilized for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include exceed $300,000,000 at any items contained one time outstanding less, in clauses (a)each case without duplication, (bi) the Retained Acquisition Amount, (ii) the Financing Shortfall, [and ](iii) the Acquisition Deposits at any time outstanding (including, without limitation, any Acquisition Deposits forfeited or otherwise not applied against a Permitted 1110 Acquisitions or Permitted Aircraft Acquisitions for which such deposit was made (c"Forfeited Acquisition Deposits")) and (iv) in the event that the four (4) aircraft identified on Schedule B attached hereto as leased aircraft do not constitute Tranche C Priority Collateral and such leased aircraft shall not have been refinanced, the current market value of such leased aircraft as reasonably determined by the definition thereofAppraisers, provided further that no additional cash (including, without limitation, any Acquisition Deposits, any Financing Shortfall and Retained Acquisition Amounts) may be utilized for such Capital Expenditures if at the time of such contemplated Capital Expenditure, the Borrower would not be, after giving effect to such Capital Expenditure in compliance with Section 6.17 hereof. Promptly after the end of each fiscal month following July 2005, the Borrower shall deliver a report in form and substance reasonably satisfactory to the Agents and the Tranche C Agent indicating the amount of cash Capital Expenditures (including, without limitation, all Acquisition Deposits outstanding at such time) and Permitted Aircraft Financings that have been consummated through the date of such fiscal month end.

Capital Expenditures. The BorrowerIn the case of the Borrower and its consolidated subsidiaries, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during the period from the 101 96 Closing Date through December 31, 2000, to exceed $20,000,000, or during any Fiscal Year fiscal year thereafter, to exceed $55,000,000; provided, however, that the amount of permitted Capital Expenditures in any fiscal year (other than the fiscal years ending December 31, 2000 and December 31, 2001) shall be (a) increased by (i) an amount equal to 50% of the excess of (A) consolidated EBITDA (as adjusted pursuant to the next succeeding sentence) for the immediately preceding fiscal year over (B) $110,000,000 115,000,000 and (ii) the lesser of (A) 25% of the total amount of permitted Capital Expenditures for the immediately preceding fiscal year (including amounts permitted as a result of the application of clause (i) but excluding any unused Capital Expenditures carried forward to such preceding year) and (B) the total amount of unused permitted Capital Expenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) decreased by the amount by which permitted consideration for Permitted Business Acquisitions is increased for such fiscal year as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of determining EBITDA under clause (a)(i)(A) above, there shall be included in the aggregatedetermination of EBITDA for the relevant preceding fiscal year, the EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that the pro forma calculations shall not give effect to such adjustments unless the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower stating (a) the amount of such adjustments and (b) that such adjustments are consistent with Regulation S-X of the Securities Act of 1933, as amended, based on the reasonable good faith belief of the Financial Officer executing such certificate at the time of such execution). Notwithstanding the foregoing, (i) up to 100% of the aggregate amount of Capital Expenditures permitted pursuant to this Section 5.3 in any fiscal year shall not exceed $65,000,000 or, for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year fiscal year ending on or after December 31, 20102003, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof85,000,000.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during any each of the Fiscal Year Years set forth below to be, in the aggregate, in excess of the maximum amount set forth below for such Fiscal Year: FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $110,000,000 in the aggregate50.0 December 31, 2008 $50.0 December 31, 2009 $50.0 December 31, 2010 $50.0 December 31, 2011 $50.0 December 31, 2012 $75.0 December 31, 2013 $75.0 AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; Year and up to 50% of the amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year ending December 31by such amount), 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to clause (i) above; , (iii) the maximum amount of Capital Expenditures set forth above shall may be increased by an additional amount not exceeding, in the aggregate, $10,000,000 on or after the Original Effective Date Date, (iv) for each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); ) and (ivv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurIncur, or permit to be made or incurredincurred by the Borrower and the Restricted Subsidiaries, Capital Expenditures in the aggregate during any each Fiscal Year set forth below in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the maximum amount of Capital Expenditures permitted pursuant to this Section 5.3 set forth below for any such Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the : FISCAL YEAR ENDING (ON OR ABOUT) MAXIMUM CAPITAL EXPENDITURES Fiscal Year ending December March 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between 2013 $110,000,000 and the aggregate amount of all Capital Expenditures expended in the 48,800,000 Fiscal Year ending December March 31, 20092014 $51,200,000 Fiscal Year ending March 31, as certified by a Responsible Officer of the Borrower 2015 $54,500,000 Fiscal Year ending March 31, 2016 $51,000,000 Fiscal Year ending March 31, 2017 $56,000,000 provided, however, that, (a) to the Administrative Agent on or prior to the Effective Date; (ii) extent that actual Capital Expenditures made incurred in any such Fiscal Year shall be deemed to be made, first, in respect of less than the amounts permitted maximum amount set forth above for such Fiscal Year as provided above (without giving effect to the carryover permitted by this clause (i) a)), 100% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above) and, secondbe available for Capital Expenditures in the next succeeding Fiscal Year; which Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts carried over from permitted pursuant to this Section 9.14 without giving effect to this clause (a) and then, in respect of any amount permitted solely by reason of this clause (a), and (b) to the prior extent that Capital Expenditures for any Fiscal Year pursuant exceed the applicable amount set forth above for such Fiscal Year (without giving effect to the pull-forward permitted by this clause (ib)), an amount equal to up to 50% of the amount allocated to the succeeding year (but not any year thereafter) abovemay be carried back and utilized to make Capital Expenditures during such Fiscal Year (and the amount permitted in such subsequent year shall be reduced by the amount so carried back); (iii) provided further that with respect to any Fiscal Year in which an Acquisition permitted under this Agreement is consummated and for each Fiscal Year subsequent thereto, the maximum amount of Capital Expenditures for any Fiscal Year set forth above shall be increased (subject to the next succeeding proviso) by an additional amount after equal to 130% of the Effective Date quotient obtained by dividing (A)(i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for each Permitted the thirty-six (36) month period immediately preceding the consummation of such Acquisition consummated by (ii) three (3) (the “Acquired Capital Expenditure Amount”) or (B) if the acquired entity, business or asset(s) has been in existence for less than thirty-six (36) months prior to the consummation of the Acquisition, (i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the number of months such acquired entity, business or asset(s) has been in existence prior to the consummation of such Acquisition by (ii) the number of years rounded to the nearest 1/12 of one year such acquired entity, business or asset(s) has been in existence prior to the consummation of such Acquisition; provided still further that, with respect to any Fiscal Year during which any such Acquisition occurs, the permitted Capital Expenditures amount applicable to such Fiscal Year shall be increased by an amount equal to the product of (x) the Acquired Capital Expenditure Amount, and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as applicable. Notwithstanding anything to the contrary herein, and without limiting the provisions of the immediately preceding paragraph, the Borrower and the Restricted Subsidiaries may make Capital Expenditures in excess of the maximum amounts set forth above for any Fiscal Year by utilizing amounts that would otherwise have been available to the Borrower and the Restricted Subsidiaries to (i) create, incur or assume Indebtedness or Disqualified Equity Interests under Sections 9.3(l), (ii) to make Investments under Sections 9.2(m), or (iii) to make Restricted Payments under Sections 9.6(k); provided that the Borrower shall have designated to the Administrative Agent in writing signed by a Responsible Officer such amounts so utilized; and provided further that the amount (or liquidation value, in the case of Disqualified Equity Interests) of any such Indebtedness, Disqualified Equity Interests, Investments or Restricted Payments that could otherwise have been created, incurred, assumed or made, as applicable, under any such Section by the Borrower or any Restricted Subsidiary that is instead utilized to make Capital Expenditures in any Fiscal Year equal to 20% in excess of the total revenues of amounts otherwise permitted pursuant to this Section 9.14 in such Fiscal Year (taking into account the Proposed Acquisition Target for such Permitted Acquisition for carryover and pull-forward provisions in the last four full Fiscal Quarters immediately preceding paragraph) shall be reduced Dollar-for-Dollar by the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) amount thereof utilized to make any such Capital Expenditures shall not include in any items contained in clauses (a), (b) or (c) of the definition thereofsuch Fiscal Year.

Capital Expenditures. The BorrowerParent Guarantor shall not, together with its Subsidiaries, and shall not permit any Restricted Entity to make or incurany Capital Expenditure, or permit to be made or incurred, except for Capital Expenditures during any Fiscal Year in excess of $110,000,000 in (a) paid for by the aggregate. Notwithstanding the foregoing, (i) up incurrence of Permitted Debt pursuant to 100clauses (b), (d), (f), or (h) in the definition thereof which does not have any stated maturity before the fifth anniversary of its incurrence and which does not have a scheduled principal amortization exceeding 7.5% of the original principal amount thereof for any year prior to its stated maturity, (ii) the incurrence of Permitted Debt pursuant to clause (p) thereof and/or (iii) the proceeds of sale-leaseback transactions permitted hereunder and (b) not exceeding, in the aggregate for the Parent Guarantor and its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year. Fiscal Year Amount 2010 $70% multiplied by fiscal year 2009 Consolidated EBITDA 2011 $70% multiplied by fiscal year 2010 Consolidated EBITDA 2012 $70% multiplied by fiscal year 2011 Consolidated EBITDA 2013 $70% multiplied by fiscal year 2012 Consolidated EBITDA 2014 $70% multiplied by fiscal year 2013 Consolidated EBITDA Notwithstanding anything to the contrary contained in this Section 5.7, to the extent that the aggregate amount of Capital Expenditures permitted made by Parent Guarantor and its Subsidiaries in any fiscal year pursuant to this Section 5.3 5.7 is less than the amount set forth above for any Fiscal Yearsuch fiscal year, if not expended in the Fiscal Year for which it is permitted, amount of such difference (the “Rollover Amount”) may be carried over for expenditure forward and used to make Capital Expenditures in the next immediately succeeding Fiscal Yearfiscal year; provided that for if any Rollover Amount is so carried over, it will be deemed used in the Fiscal Year ending December 31applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. For purposes of this Section 5.7, 2010, any such carry-over amount Consolidated EBITDA shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, a pro forma basis (as certified by the Parent Guarantor to the Revolving Administrative Agent) assuming that (without duplication) all Acquisitions, merger and consolidations made and (without duplication) all Dispositions completed and any Debt incurred or repaid in connection therewith, during the four consecutive quarters then most recently ended have been made or incurred or repaid on the first day of such period, in each case, determined in a Responsible Officer manner that meets the requirements of Regulation S-X under the Securities Act of 1933, and all other accounting rules and regulations of the Borrower to SEC promulgated thereunder, with such other adjustments as may be approved by the Revolving Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofits reasonable discretion.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurMake, or permit any of its Subsidiaries to be made or incurredmake, any Capital Expenditures during that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal Year in excess of $110,000,000 (which, in the aggregate. Notwithstanding the foregoing, (i) up to 100% case of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 20101996, any such carry-over amount shall be calculated based on mean the differenceperiod from May 1, if any1996 to December 31, between $110,000,000 and 1996) plus the aggregate amount of all capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in such Fiscal Year to the extent such amount was contributed to the Borrower or any of its Subsidiaries as a capital contribution in such Fiscal Year in accordance with the terms of the Loan Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the first year of its operations, revenues for such Fiscal Year) of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and (iii) for any Fiscal Year after the Fiscal Year ending December 31, 1996, an amount equal to the lesser of $10,000,000 and the amount (if any) by which the amount of Capital Expenditures expended permitted to be made in the immediately preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the amount of Capital Expenditures actually made in such immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be made by the Borrower and its Subsidiaries (x) during the period from the Second Closing Date to December 31, 1998, in an aggregate amount not to exceed $10,000,000 solely for management information system and point of sale projects of the type described in Schedule 5.02(q) hereto and (y) after the date hereof, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 1997 and the Fiscal Year ending December 31, 1998, solely for purposes of making improvements to newly acquired or existing bowling centers, provided, further, that to the extent that any Capital Expenditures permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (y) shall not have been so made, such Capital Expenditures may be made in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof1998.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures of the Group Members in the ordinary course of business in an aggregate amount at any time during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% fiscal year of the amount of Capital Expenditures permitted pursuant Borrower not to this Section 5.3 for exceed $312,000,000; provided that (a) any Fiscal Yearsuch amount, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year only and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (iib) Capital Expenditures made in any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to the foregoing clause (ia) and, second, in respect of amounts permitted for such fiscal year as provided above; . For purposes of calculating compliance with this Section 6.7, (iiix) the maximum portion of the Positive EBITDA Variance applied to make Capital Expenditures pursuant to Section 6.18, shall be excluded in calculating compliance with this Section 6.7, (y) in the event that the average currency exchange rate between the Dollar and the euro, during the fiscal year for which compliance is being determined, exceeds 1.30 to 1.00, the Borrower shall increase the Dollar amount of its actual Capital Expenditures for such fiscal year by an amount equal to 45% of Capital Expenditures for such fiscal year, multiplied by the excess over the 1.30 to 1.00 exchange rate, and (z) in the event that the average exchange rate between the Dollar and the euro, during the fiscal year for which compliance is being determined, is less than 1.00 to 1.00, the Borrower shall reduce the Dollar amount of its actual Capital Expenditures for such fiscal year by an amount equal to 45% of Capital Expenditures for such fiscal year, multiplied by the deficiency under the 1.00 to 1.00 exchange rate. The amount of Capital Expenditures set forth above permitted hereunder shall be increased adjusted, at the end of each fiscal year of the Borrower (a) in the event that a Permitted Acquisition has occurred during such fiscal year, by an additional increasing the amount after the Effective Date of permitted Capital Expenditures for each Permitted Acquisition consummated in any Fiscal Year equal to 20% subsequent fiscal year of the total revenues Borrower by the amount of the Proposed Acquisition Target for such Permitted Acquisition Capital Expenditures for the last four full Fiscal Quarters preceding the date of consummation business acquired as part of such Permitted Acquisition approved by the board of directors of the Borrower at the time of such Permitted Acquisition, and (as determined b) in financial statements the event that a Permitted Asset Sale has occurred during such fiscal year, by reducing the amount of permitted Capital Expenditures for each subsequent fiscal year of the Proposed Acquisition prepared in accordance with Borrower by the standards amount set forth in the Projections most recently delivered pursuant to Section 6.1(b5.2(c) (Financial Statements); and (iv) such allocated for Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) for the business subject of the definition thereofsuch Permitted Asset Sale.

Capital Expenditures. The BorrowerBorrower shall not, together with its Subsidiariesnor shall it permit any Restricted Subsidiary to, shall not make expend or incur, or permit be committed to be made or incurred, expend Capital Expenditures unless: (a) no Event of Default shall have occurred or be continuing or would result from such Capital Expenditures, (b) after giving effect to such Capital Expenditures, Revolving Availability would be equal to or greater than $25,000,000.00, and (c) if the Senior Leverage Ratio as of the last day of the most recent fiscal quarter was equal to or greater than 2.50 to 1.00, such Capital Expenditures would not cause the sum of the total Capital Expenditures of the Borrower and the Restricted Subsidiaries to exceed (i) $52,000,000 in the aggregate for the fiscal quarters ending September 30, 2009 and December 31, 2009, (ii) $65,000,000 in the aggregate for the fiscal year ending December 31, 2010, and (iii) $80,000,000 in the aggregate for each fiscal year ending thereafter; provided, that (A) for each period set forth above the permitted amount referred to above may be increased by (x) the first $25,000,000 of the aggregate Equity Issuance Proceeds that the Borrower or any of its Restricted Subsidiaries receives from all Equity Issuances during any Fiscal Year such period, (y) 25% of the Equity Issuance Proceeds (in excess of $110,000,000 in 25,000,000) that the aggregate. Notwithstanding Borrower or any of its Restricted Subsidiaries receives from all Equity Incurrences during such period, and (z) 25% of the foregoing, Debt Incurrence Proceeds that the Borrower or any of its Restricted Subsidiaries receives from each Debt Incurrence during such period and (iB) up to 100% $30,000,000.00 of the any such amount of Capital Expenditures permitted pursuant referred to this Section 5.3 for any Fiscal Yearabove, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (iiC) Capital Expenditures made in pursuant to this Section 6.16 during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year fiscal year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause (iB) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The BorrowerMake or become legally obligated to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during any each fiscal year set forth below, the amount set forth opposite such fiscal year for the applicable category of asset: Amount — Oil and Gas Amount — All Other Fiscal Year in excess Properties Assets 2007 $ 450,000,000 $ 300,000,000 2008 and thereafter $ 400,000,000 $ 300,000,000 ;provided however that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the any amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearset forth above, if not expended in the Fiscal Year fiscal year for which it is permittedpermitted above, may be carried over for expenditure in the next succeeding Fiscal Yearfollowing fiscal year; and provided further that for the Fiscal Year ending December 31, 2010, if any such carry-over amount shall is so carried over, it will be calculated based deemed used in the applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition, the Borrower may, at its election, from time to time transfer up to 50% (in the aggregate for all such transfers) of the amount set forth above for either category for any fiscal year to the other category on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of following terms: (i) the Borrower to shall, during the applicable fiscal year, notify the Administrative Agent on or prior of the amount it wishes to transfer and the Effective Date; category to which it wishes to transfer such amount, (ii) Capital Expenditures made in any Fiscal Year the amount permitted to be expended under the other category shall be deemed to be madeautomatically and correspondingly decreased by the amount so transferred, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; and (iii) the maximum any amount of Capital Expenditures set forth above shall so transferred will be increased by an additional amount deemed used only after the Effective Date for each Permitted Acquisition consummated expenditure of all other amounts expended in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of fiscal year under such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); category, and (iv) such Capital Expenditures shall any amount so transferred may not include any items contained be carried over for expenditure in clauses (a), (b) or (c) of the definition thereofnext following fiscal year.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurMake, or permit any of its Subsidiaries to be made or incurredmake, any Capital Expenditures during that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries to exceed the sum of (i) $20,000,000 in any Fiscal Year in excess of $110,000,000 (which, in the aggregate. Notwithstanding the foregoing, (i) up to 100% case of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 20101996, any such carry-over amount shall be calculated based on mean the differenceperiod from May 1, if any1996 to December 31, between $110,000,000 and 1996) plus the aggregate amount of all capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in such Fiscal Year to the extent such amount was contributed to the Borrower or any of its Subsidiaries as a capital contribution in such Fiscal Year in accordance with the terms of the Loan Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the first year of its operations, revenues for such Fiscal Year) of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and (iii) for any Fiscal Year after the Fiscal Year ending December 31, 1996, an amount equal to the lesser of $10,000,000 and the amount (if any) by which the amount of Capital Expenditures expended permitted to be made in the immediately preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the amount of Capital Expenditures actually made in such immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be made by the Borrower and its Subsidiaries (x) during the period from the Second Closing Date to December 31, 1998, in an aggregate amount not to exceed $10,000,000 solely for management information system and point of sale projects of the type described in Schedule 5.02(q) hereto and (y) after the Second Closing Date, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 1997 and the Fiscal Year ending December 31, 1998, solely for purposes of making improvements to newly acquired or existing bowling centers, provided, further, that to the extent that any Capital Expenditures permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (y) shall not have been so made, such Capital Expenditures may be made in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof1998.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurNot make, or permit any of its Ongoing Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by MEDIQ and its Ongoing Subsidiaries in any Fiscal Year to exceed $14,000,000; provided, however, that if any Investment pursuant to Section 5.02(f)(i) or (vi) shall have occurred, for each increment of $3,000,000 of EBITDA, as determined at any time during such Fiscal Year on a historical basis for the twelve month period ending on the date of such determination, attributable to all such Investments, the amount specified above shall be increased by an increment of $1,000,000, so long as such total amount shall not exceed $20,000,000; provided, further, that if, at the end of any Fiscal Year (the "Prior Fiscal Year"), the amount specified above for such Fiscal Year exceeds the amount of Capital Expenditures made or incurredby the Borrower during such Fiscal Year (the amount of such excess being the "Excess Amount"), MEDIQ and its Ongoing Subsidiaries shall be entitled to make additional Capital Expenditures in the succeeding Fiscal Year in an amount (such amount being referred to herein as the "Carryover Amount") equal to the lesser of (i) the Excess Amount and (ii) 1/3 of the amount specified above for the Prior Fiscal Year and, provided still further that the amount of Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up may be increased by an amount equal to 100% of minus the applicable Recapture Percentage multiplied by the amount of Capital Expenditures permitted pursuant to this Section 5.3 Excess Cash Flow for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year ratably reduced by the sum of (A) the amount of any payment of dividends pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a5.02(g)(ii), (bB) or the amount of any repurchase of stock pursuant to Section 5.02(g)(ii), (cC) the amount of any Investments made pursuant to Section 5.02(f)(vi) and (D) the definition thereofamount of any refinancing of Subordinated Notes pursuant to 5.02(k)(i)(y)(B).

Capital Expenditures. The BorrowerEach of the Parent Guarantor and the U.S. Borrower will not, together with its Subsidiariesand will not permit any of their respective Subsidiaries to, shall not make or incurcommit to make any Capital Expenditures, except that the U.S. Borrower and its Subsidiaries may make or permit commit to be made or incurred, make Capital Expenditures during any not exceeding the amount set forth below (the "Base Amount") for each of the Fiscal Years (or, in the case of the Fiscal Year in excess ended December 31, 2005, from the Effective Date to December 31, 2005) of the U.S. Borrower set forth below: FISCAL YEAR ENDED BASE AMOUNT ----------------- ------------ Effective Date -- December 31, 2005 $110,000,000 in 105 million 124 FISCAL YEAR ENDED BASE AMOUNT ----------------- ------------ December 31, 2006 $150 million December 31, 2007 $140 million December 31, 2008 $140 million December 31, 2009 $150 million December 31, 2010 $160 million December 31, 2011 $145 million ; provided that for any period set forth above, other than during the aggregate. Notwithstanding continuance of a Boeing Funded Capital Expenditures Shortfall Event, the foregoing, (i) Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period up to 100% of the amount of Base Amount (without giving effect to any increase) not spent in any preceding period, and that Capital Expenditures permitted pursuant in any period shall be deemed first made from the Base Amount applicable to this Section 5.3 for such period in any given period; and provided that, upon the occurrence and during the continuance of a Boeing Funded Capital Expenditures Shortfall Event, (x) in the case of Boeing Shortfall Amounts owed with respect to Boeing Funded Capital Expenditures made by Loan Parties during the first three Fiscal Quarters of any Fiscal Year, if not expended the Base Amount for such Fiscal Year set forth above shall be decreased by 125% of such Boeing Shortfall Amounts and (y) in the case of Boeing Shortfall Amounts owed with respect to Boeing Funded Capital Expenditures made by Loan Parties during the fourth Fiscal Quarter of any Fiscal Year, the Base Amount for the following Fiscal Year set forth above shall be decreased by 125% of such Boeing Shortfall Amounts (the Base Amount for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the any Fiscal Year ending December 31as adjusted by clauses (x) and/or (y), 2010the "Adjusted Base Amount"); and provided, any further, that with respect to such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower Boeing Shortfall Amounts owed with respect to the Administrative Agent on or prior to the Effective Date; (ii) Boeing Funded Capital Expenditures made in the third Fiscal Quarter of any Fiscal Year, to the extent that Capital Expenditures made during such Fiscal Year exceed the Adjusted Base Amount for such Fiscal Year (the amount by which such Capital Expenditures exceed such Adjusted Base Amount, the "Excess Capital Expenditures"), (a) the Loan Parties shall be deemed to be madein compliance with this Section 6.14 if (i) the U.S. Borrower delivers a notice to the Administrative Agent stating the Loan Parties will not make any additional Capital Expenditures (other than Capital Expenditures that the Loan Parties had prior to such time irrevocably committed to make) during such Fiscal Year and (ii) the Loan Parties do not make any additional Capital Expenditures (other than Capital Expenditures that the Loan Parties had prior to such time irrevocably committed to make) in such Fiscal Year and (b) the Base Amount (or the Adjusted Base Amount, firstif applicable) for the following Fiscal Year shall be decreased by the Excess Capital Expenditures. For the avoidance of doubt, in respect to the extent that the Base Amount for any Fiscal Year was decreased as a result of a Boeing Funded Capital Expenditures Shortfall Event, upon the cure of the amounts permitted Boeing Funded Capital Expenditures Shortfall Event by the reimbursement by Seller in full of the Boeing Shortfall Amount, the Base Amount for such Fiscal Year as provided above (without giving effect shall be reinstated to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from amount it would have been but for the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Boeing Funded Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofShortfall Event.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not Make or commit to make (by way of the acquisition of securities of a Person or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, otherwise) (i) up to 100% any Capital Expenditure in respect of major maintenance expenses of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth below if the amount of all such Capital Expenditures permitted pursuant to this Section 5.3 for in such fiscal year would exceed the amount set forth below opposite such fiscal year: Fiscal Year Maximum Capital Expenditures 2007 $385,000,000 2008 $388,000,000 or (ii) any Fiscal Yearother Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth on Schedule 6.15 if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (ii), (a) any such amount, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for fiscal year, and (b) at the Fiscal Year ending December 31Borrower’s election, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall permitted in any fiscal year may be increased by reducing the permitted amount of Capital Expenditures in the next succeeding fiscal year in an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% such increase. In addition, the Loan Parties shall be permitted to make Capital Expenditures financed with Net Cash Proceeds of issuances and sales of Capital Stock (provided that such Capital Expenditures are made in assets owned by Loan Parties and Restricted Subsidiaries) and Reinvestment Deferred Amounts to the total revenues of extent permitted under Section 2.7(e) without reducing the Proposed Acquisition Target amount permitted for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards any fiscal year set forth in Section 6.1(b) (Financial Statements)the immediately preceding sentence; and (iv) provided that any such Capital Expenditures shall amount, if not include any items contained so expended in clauses (a)the fiscal year for which it is permitted, (b) or (c) of may be carried over for expenditure in the definition thereofnext succeeding fiscal year.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall Parent Guarantor will not make or incur, or permit to be made or incurred, the aggregate amount of Capital Expenditures during any by the Parent Guarantor and its Included Subsidiaries to exceed the following respective amounts for the following respective periods: Period Amount 2009 Fiscal Year in excess of $110,000,000 in the aggregate. 17,500,000 2010 and 2011 Fiscal Year $10,000,000 2012 Fiscal Year and each Fiscal $20,000,000 Year thereafter Notwithstanding the foregoing, (i) up if the aggregate amount of Capital Expenditures for any Fiscal Year shall be less than the amount permitted by the table above to 100be made in such Fiscal Year, then 50% of the shortfall shall be added to the amount of Capital Expenditures permitted pursuant for the immediately succeeding (but not any other) Fiscal Year (hereinafter, a “Carry-forward”) (provided that no Carry-forward shall be permitted from the 2009 Fiscal Year to this Section 5.3 for any the 2010 Fiscal Year); (ii) if, as of the Test Period ending on the last day of the 2010 Fiscal Year, if (x) the Consolidated Leverage Ratio does not expended in the Fiscal Year for which it exceed 3.25 to 1.00 and (y) Liquidity is permittedat least $10,000,000, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the permitted for such Fiscal Year ending December 31, 2009shall be increased by $3,000,000; and (iii) if, as certified by a Responsible Officer of the Borrower Test Period ending on the last day of the 2011 Fiscal Year, (x) the Consolidated Leverage Ratio does not exceed 2.50 to 1.00 and (y) Liquidity is at least $10,000,000, the Administrative Agent on or prior to aggregate amount of Capital Expenditures permitted for such Fiscal Year shall be increased by $5,000,000. For purposes of the Effective Date; (ii) foregoing, the amount of Capital Expenditures made in during any Fiscal Year shall be deemed to have been made first from the amount permitted by the table above to be made, first, made in respect of the amounts permitted for such Fiscal Year as provided above Year, next from any increased amount referred to in clauses (without giving effect to the carryover permitted by clause (iii) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; and (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in and last from any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofCarry-forward.”

Capital Expenditures. The Borrower(a) Subject (in the case of Capitalized Lease Liabilities), together with to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, shall not make or incur, or permit commit to be made or incurred, make Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $130,000,000 in any Fiscal Year; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in excess of $110,000,000 in the aggregateany succeeding Fiscal Year. Notwithstanding anything to the foregoingcontrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, (i) up to 100% of the amount of Capital Expenditures permitted pursuant under the preceding sentence applicable to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for each such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after equal to 5% of the Effective Date for purchase price of each Permitted Acquisition consummated in any (the “Acquired Permitted Capital Expenditure Amount”); provided, however, with respect to the Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for during which any such Permitted Acquisition for occurs, the last four full 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 Quarters preceding Year after the date of consummation of such Permitted Acquisition (as determined is consummated and the denominator of which is the actual number of days in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofFiscal Year.

Capital Expenditures. The BorrowerMake any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries during any each fiscal year set forth below, the amount set forth opposite such fiscal year: Amount Fiscal Year in excess Ending December 31, 2012 $ 65,000,000 Fiscal Year Ending December 31, 2013 $ 70,000,000 Fiscal Year Ending December 31, 2014 $ 75,000,000 Fiscal Year Ending December 31, 2015 $ 80,000,000 Fiscal Year Ending December 31, 2016 $ 85,000,000 Fiscal Year Ending December 31, 2017 $ 90,000,000 Fiscal Year Ending December 31, 2018 $ 100,000,000 ; provided, however, that any portion of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the any amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearset forth above, if not expended in the Fiscal Year fiscal year for which it is permittedpermitted above, may be carried over for expenditure in the next succeeding Fiscal Yearimmediately following fiscal year; and provided further that for if any such amount is so carried over, it will be deemed used in the Fiscal Year ending December 31applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition to the foregoing Capital Expenditures, 2010the Borrower and its Subsidiaries may make additional Capital Expenditures in an aggregate amount up to the Cumulative Retained Excess Cash Flow. For any fiscal year during which (x) a Permitted Acquisition is consummated or (y) an Investment pursuant to Sections 7.03(i), (l) or (q) is consummated, in the case of this clause (y), to the extent the Equity Interests in, or all or substantially all of the assets or business of, any Person or of assets constituting a business unit, a line of business or division of such carry-over Person is acquired, and for each fiscal year thereafter, the amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all available for Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified otherwise permitted under this Section shall increase by a Responsible Officer of the Borrower an amount equal to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased made by an additional amount after the Effective Date acquired person or business for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for 12-month period immediately preceding such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofInvestment.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures during any Fiscal Year in excess of $110,000,000 the Restricted Group Members in the aggregate. Notwithstanding ordinary course of business made while no Event of Default has occurred and is continuing not exceeding in any fiscal year of the foregoing, Borrower the sum of (i) up $18,000,000, (ii) an amount equal to 10050% of the aggregate excess of LTM EBITDA for the prior fiscal year over the minimum LTM EBITDA required by Section 6.1(a) for such fiscal year (without adding in any Non-Operating Asset Sale Proceeds as permitted by the proviso to such Section), (iii) an amount equal to Non-Operating Asset Sale Proceeds received during such fiscal year, up to a maximum of Capital Expenditures $4,000,000 for this clause (iii), and (iv) an amount equal to 50% of the Non-Operating Asset Sale Proceeds received during such fiscal year from any additional Disposition of Non-Operating Assets permitted pursuant to this the proviso to Section 5.3 for 6.5(e); provided, that any Fiscal Yearsuch amount referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Yearfiscal year; and provided, further, that the Restricted Group Members shall be permitted to make additional Capital Expenditures (A) as described on Schedule 6.7 so long as (x) such Capital Expenditures do not exceed in any such fiscal year the amount set forth for such fiscal year on Schedule 6.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal year is not expended in such fiscal year for such item, the amount for such item not so expended in such fiscal year may be expended for such item in any subsequent fiscal year) and are for the Fiscal Year ending December 31items described on such Schedule 6.7 and (y) for each such described item, 2010, any the amount expended on such carry-over item does not exceed the amount shall be calculated based set forth on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Datesuch Schedule for such item; (iiB) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to conversion of operating leases existing on the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Closing Date and listed on Schedule 6.13 into Capital Expenditures set forth above shall be increased by an additional amount Leases within 60 days after the Effective Closing Date for each Permitted Acquisition consummated in and (C) with the Net Cash Proceeds of any Fiscal Year equal Recovery Event with respect to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared which a Reinvestment Notice has been delivered in accordance with the standards set forth in Section 6.1(b) (Financial Statements2.9(b); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The Borrower, together with its Subsidiaries, Loan Parties shall not make permit Capital Expenditures net of Tenant Improvements (including Capital Expenditures pursuant to Section 6.01(c) but not including Capital Expenditures made with the Net Proceeds of Casualty Events) for any fiscal year (or incurpartial fiscal year, or permit as applicable) to be made or incurredexceed $110,000,000 (the “Capital Expenditure Allowance”) plus the Available Amount; provided, if, during any fiscal year, Capital Expenditures during any Fiscal Year in excess (net of $110,000,000 in Tenant Improvements) are less than the aggregate. Notwithstanding Capital Expenditure Allowance, an amount equal to the foregoing, lesser of (i) up to 100the difference between the Capital Expenditure Allowance and the actual Capital Expenditures (net of Tenant Improvements) for such fiscal year and (ii) 50% of the Capital Expenditure Allowance (such lesser amount of being referred to as the “Excess Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, Expenditure Allowance”) may be carried over for expenditure in forward so as to increase the next succeeding Fiscal Year; provided that maximum Capital Expenditure Allowance for the Fiscal Year ending December 31immediately succeeding fiscal year (or partial fiscal year, 2010as applicable) but not for any other subsequent fiscal year (or partial fiscal year, as applicable). It is understood that Capital Expenditures (net of Tenant Improvements) made in any such carry-over amount succeeding fiscal year (or partial fiscal year, as applicable) (i) shall be calculated based applied first to the Excess Capital Expenditure Allowance carried forward, and shall then be applied to the maximum Capital Expenditure Allowance (net of Tenant Improvements) until such maximum is exhausted and (ii) shall not exceed $125,000,000, including after giving effect to the Excess Capital Expenditure Allowance. The Loan Parties shall list the amount of any Tenant Improvements made during the applicable period on the difference, if any, between $110,000,000 and certificates delivered by the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower Loan Parties to the Administrative Agent on or prior to and the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year Lenders pursuant to clause (iSection 5.01(d) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofhereof.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not Make or commit to make (by way of the acquisition of securities of a Person or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, otherwise) (i) up to 100% any Capital Expenditure in respect of major maintenance expenses of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth below if the amount of all such Capital Expenditures permitted pursuant in such fiscal year would exceed the amount set forth below opposite such fiscal year: Fiscal Year Maximum Capital Expenditures 2007 $ 385,000,000 2008 $ 388,000,000 2009 $ 250,000,000 2010 $ 295,000,000 or (ii) any other Capital Expenditures of the Borrower and its Restricted Subsidiaries in the ordinary course of business in any fiscal year set forth on Schedule 6.15 to this Section 5.3 for the Existing Facility Credit Agreement if the amount of all such Capital Expenditures in such fiscal year would exceed the amount set forth on such Schedule opposite such fiscal year; provided that in either case of the foregoing clauses (i) and (ii), (a) any Fiscal Yearsuch amount, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for fiscal year, and (b) at the Fiscal Year ending December 31Borrower’s election, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall permitted in any fiscal year may be increased by reducing the permitted amount of Capital Expenditures in the next succeeding fiscal year in an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% such increase. In addition, the Loan Parties shall be permitted to make Capital Expenditures financed with Net Cash Proceeds of issuances and sales of Capital Stock (provided that such Capital Expenditures are made in assets owned by Loan Parties and Restricted Subsidiaries) and Reinvestment Deferred Amounts to the total revenues of extent permitted under the Proposed Acquisition Target Existing Facility Credit Agreement without reducing the amount permitted for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards any fiscal year set forth in Section 6.1(b) (Financial Statements)the immediately preceding sentence; and (iv) provided that any such Capital Expenditures shall amount, if not include any items contained so expended in clauses (a)the fiscal year for which it is permitted, (b) or (c) of may be carried over for expenditure in the definition thereofnext succeeding fiscal year.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except (a) Capital Expenditures during of the Borrower and its Restricted Subsidiaries in the ordinary course of business not exceeding $35,000,000 (or its equivalent in other currencies) in the aggregate for fiscal year 2002 and any Fiscal Year fiscal year of the Borrower thereafter; provided that (i) the Borrower may make additional Capital Expenditures in any fiscal year not in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 10050% of the unused amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in from the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 immediately preceding fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in pursuant to this clause (a) during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year fiscal year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (i) above; and (iiib) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount. Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures in respect of the Southwest Plant in excess of the amount permitted for any fiscal year under the first sentence of this Section 7.7; provided that (x) such additional amount so expended under this sentence shall not exceed $15,000,000 in the aggregate, (y) the maximum amount of Borrower may make such additional Capital Expenditures set forth above shall be increased by an additional amount after only to the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% extent that at the time of the total revenues making of such additional Capital Expenditures, there is availability under one or more of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards baskets set forth in Section 6.1(bSections 7.2(g), 7.2(h), 7.8(h) (Financial Statements); and 7.8(k) and (ivz) at or prior to the time of the making of such additional Capital Expenditures, the Borrower shall notify the Administrative Agent as to the relevant basket or baskets being utilized for such additional Capital Expenditures and the amount thereof (and upon receipt of such notice, such basket(s) shall not include any items contained be deemed to be permanently reduced in clauses (athe amount of such additional Capital Expenditures), (b) or (c) of the definition thereof."

Capital Expenditures. The BorrowerMake any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries during any each fiscal year set forth below, the amount set forth opposite such fiscal year: Amount Fiscal Year in excess Ending December 31, 2012 $ 65,000,000 Fiscal Year Ending December 31, 2013 $ 70,000,000 Fiscal Year Ending December 31, 2014 $ 75,000,000 Fiscal Year Ending December 31, 2015 $ 80,000,000 Fiscal Year Ending December 31, 2016 $ 85,000,000 Fiscal Year Ending December 31, 2017 $ 90,000,000 ; provided, however, that any portion of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up to 100% of the any amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearset forth above, if not expended in the Fiscal Year fiscal year for which it is permittedpermitted above, may be carried over for expenditure in the next succeeding Fiscal Yearimmediately following fiscal year; and provided further that for if any such amount is so carried over, it will be deemed used in the Fiscal Year ending December 31applicable subsequent fiscal year before the amount set forth opposite such fiscal year above. In addition to the foregoing Capital Expenditures, 2010the Borrower and its Subsidiaries may make additional Capital Expenditures in an aggregate amount up to the Cumulative Retained Excess Cash Flow. For any fiscal year during which (x) a Permitted Acquisition is consummated or (y) an Investment pursuant to Sections 7.03(i), (l) or (q) is consummated, in the case of this clause (y), to the extent the Equity Interests in, or all or substantially all of the assets or business of, any Person or of assets constituting a business unit, a line of business or division of such carry-over Person is acquired, and for each fiscal year thereafter, the amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all available for Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified otherwise permitted under this Section shall increase by a Responsible Officer of the Borrower an amount equal to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased made by an additional amount after the Effective Date acquired person or business for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for 12-month period immediately preceding such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofInvestment.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, Make or permit to be made or incurredCapital Expenditures, including Capital Lease Obligations, in each of the periods set forth below to exceed the following amounts: Period Maximum Amount ------ -------------- Three fiscal month period ending March 31, 2002 $3,000,000 Six fiscal month period ending June 30, 2002 $5,000,000 Nine fiscal month period ending September 30, 2002 $6,000,000 Twelve fiscal month period ending December 31, 2002 $6,000,000 and each four fiscal quarter period thereafter Capital Expenditures during any Fiscal Year made with insurance proceeds of the Company and its Subsidiaries shall not be included in excess determining compliance with this Section 10.12 if such reinvestment of $110,000,000 insurance proceeds (including reinvestment in the aggregateform of restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term. The exclusion from the Capital Expenditures limitations set forth in the preceding sentence shall only be permitted, in each case, if and to the extent the Capital Expenditures referred to in such sentence are made in the period commencing on the first date the Company or the relevant Subsidiary receives any cash insurance proceeds from the relevant casualty giving rise to such cash insurance proceeds and ending on the date 360 days thereafter and may not be carried forward after the end of such period. Notwithstanding the foregoing, with respect to each fiscal year after the fiscal year ending December 31, 2002 (ibut only so long as (x) up to 100% no Default or Event of Default shall have occurred and be continuing (including, without limitation, under Section 10.14) and (y) the Fixed Charge Coverage Ratio at the end of the most recently ended fiscal month of the Company for the twelve most recent consecutive fiscal months shall be equal to or greater than 1.20 to 1.00), the maximum aggregate amount of Capital Expenditures, including Capital Lease Obligations, in such fiscal year shall not exceed $8,000,000; provided, however, that if the $8,000,000 limitation in this sentence is in effect any unused amount of Capital Expenditures permitted pursuant to this Section 5.3 for be made during a fiscal year (commencing with any Fiscal Yearfiscal year after the fiscal year ending December 31, if not expended in the Fiscal Year for which it is permitted, 2002) may be carried over for expenditure in to the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, fiscal year only (but not to any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 subsequent year thereafter) and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be madethe first Capital Expenditures made during such next fiscal year (provided that in any event the total amount of Capital Expenditures for such next fiscal year shall not exceed $12,000,000 in the aggregate); and provided, firstfurther, that, notwithstanding the $8,000,000 limitation(but only if the $8,000,000 limitation is otherwise in effect), the Company and its Subsidiaries may during the three year period immediately following December 31, 2002 make up to $5,000,000 in the aggregate of Capital Expenditures relating solely to an enterprise resource planning system; and provided, further, that the above $8,000,000 limitation, to the extent permitted in the following sentence, shall not apply to Capital Expenditures (i) in respect of the amounts permitted for reinvestment of sales proceeds, insurance proceeds and condemnation proceeds received by the Company and its Subsidiaries in connection with the sale, transfer or other disposition of the Company's business units, assets or properties, if such Fiscal Year reinvestment (including, in the case of insurance proceeds, reinvestment in the form of restoration or replacement of damaged property) is not considered a "Prepayment Event" as provided above contemplated in the definition of such term, (without giving effect ii) to the carryover permitted extent paid with the proceeds of an issuance by clause the Company of its Capital Stock not required to be applied as a prepayment of the Loans pursuant to Section 6.2(b), (iiii) above) and, second, in respect of amounts carried over the reinvestment of the excess, if any, of (x) the Net Cash Proceeds resulting from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% sale, transfer or other disposition of the total revenues Bridgeport Property over (y) any costs and expenses incurred by the Company in connection with any environmental remediation of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); Bridgeport Property and (iv) in respect of the change of location of the Company's administration facility and distribution center; provided that such Capital Expenditures shall under this clause (iv) do not include exceed $1,000,000 in the aggregate over the term of this Agreement. The exclusion from the Capital Expenditures limitations set forth in any items contained in of clauses (a), i) through (b) or (civ) of the definition thereofpreceding sentence shall only be permitted, in each case, if and to the extent the Capital Expenditures referred to in such clause are made in the period commencing on the first date the Company or the relevant Subsidiary receives any cash proceeds from the relevant event referred to in such clause giving rise to such cash proceeds (or the date the Company changes the location of its administration facility or distribution center, as the case may be, with respect to clause (iv)) and ending on the date 360 days thereafter and may not be carried forward after the end of such period."

Capital Expenditures. The BorrowerIn the case of the Borrower and its consolidated subsidiaries, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year fiscal year ending after December 31, 2004 to exceed $85,000,000; provided, however, that the amount of permitted Capital Expenditures in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, any fiscal year shall be (a) increased by (i) up an amount equal to 10050% of the amount excess of Capital Expenditures permitted (A) consolidated EBITDA (as adjusted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; sentence) for the immediately preceding fiscal year over (B) $150,000,000 and (ii) the lesser of (A) 25% of the total amount of permitted Capital Expenditures for the immediately preceding fiscal year (including amounts permitted as a result of the application of clause (i) but excluding any unused Capital Expenditures carried forward to such preceding year) and (B) the total amount of unused permitted Capital Expenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) decreased by the amount by which permitted consideration for Permitted Business Acquisitions is increased for such fiscal year as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of determining EBITDA under clause (a)(i)(A) above, there shall be included in the determination of EBITDA for the relevant preceding fiscal year, the EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that for the Fiscal Year ending December 31, 2010, any pro forma calculations shall not give effect to such carry-over amount adjustments unless the Borrower shall be calculated based on have delivered to the difference, if any, between $110,000,000 and the aggregate amount Administrative Agent a certificate of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Financial Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; stating (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iiia) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); adjustments and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) that such adjustments are consistent with Regulation S-X of the definition thereofSecurities Act of 1933, as amended, based on the reasonable good faith belief of the Financial Officer executing such certificate at the time of such execution).

Capital Expenditures. The Borrower(a) Subject (in the case of Capitalized Lease Liabilities), together with to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to, shall not make or incur, or permit commit to be made or incurred, make Capital Expenditures except Capital Expenditures in an aggregate amount not to exceed $150,000,000 in any Fiscal Year plus Available Retained Excess Cash Flow; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in excess any succeeding Fiscal Year, provided further that it is understood and agreed that the Borrower shall be permitted to carry forward all unused amounts for the 2009 Fiscal Year accumulated pursuant to Section 7.2.7 of $110,000,000 the Original Credit Agreement for usage in the aggregateany succeeding Fiscal Year. Notwithstanding anything to the foregoingcontrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, (i) up to 100% of the amount of Capital Expenditures permitted pursuant under the preceding sentence applicable to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for each such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after equal to 5% of the Effective Date for purchase price of each Permitted Acquisition consummated in any (the “Acquired Permitted Capital Expenditure Amount”); provided, however, with respect to the Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for during which any such Permitted Acquisition for occurs, the last four full 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 Quarters preceding Year after the date of consummation of such Permitted Acquisition (as determined is consummated and the denominator of which is the actual number of days in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofFiscal Year.

Capital Expenditures. The Borrower, together with With respect to BA and its Subsidiaries, shall not make or incurcommit to make any Capital Expenditure , or permit to be made or incurred, except (a) Capital Expenditures during of BA and its Subsidiaries in any Fiscal Year fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of $110,000,000 in the aggregate. Notwithstanding the foregoingcorresponding amount set forth below for such period; provided, that (i) up to 10050% of the any such amount of Capital Expenditures permitted pursuant referred to this Section 5.3 for any Fiscal Yearabove, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in pursuant to this clause (a) during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; , and (iiib) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after made with the Effective proceeds of any Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date for each Permitted Acquisition consummated in any through Fiscal Year equal Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 9,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 9,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 9,500,000 Notwithstanding the foregoing, BA and its Subsidiaries may make additional Capital Expenditures in an aggregate amount not to 20% exceed the portion, if any, of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding Available Basket Amount on the date of consummation the making of such Permitted Acquisition (as determined in financial statements for Capital Expenditure that BA elects to apply to this last paragraph of Section 8.7; provided that at the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) time of any such Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to the contrary, this Section 8.7 shall only apply to Capital Expenditures shall not include any items contained in clauses (a), (b) made or (c) of the definition thereofcommitted to be made by BA and its Subsidiaries.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make Make or incurcommit or agree to make, or permit any of its Subsidiaries to be made make or incurred, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up commit or agree to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010make, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and Capital Expenditure (other than in connection with any Permitted Acquisition or Capitalized Lease) that would cause the aggregate amount of all such Capital Expenditures expended made by the Loan Parties and their Subsidiaries in any fiscal period set forth in the table below to exceed the amount set forth opposite such fiscal period (plus, in each case, the amount of proceeds of Excluded Equity Issuances received by the Loan Parties in connection with, and within six months of, the making of such Capital Expenditures): Period Capital Expenditure Fiscal Year Quarter ending December 31, 20092018 $1,000,000 2019 Fiscal Year $5,000,000 2020 Fiscal Year $5,500,000 2021 Fiscal Year $6,000,000 2022 Fiscal Year $6,500,000 2023 Fiscal Year $7,000,000 provided, as certified by a Responsible Officer however, that if the amount of the Borrower Capital Expenditures permitted to be made in any fiscal period set forth in the table above is greater than the actual amount of the Capital Expenditures actually made in such fiscal period (the amount by which such permitted Capital Expenditures for such fiscal period exceeds the actual amount of Capital Expenditures for such fiscal period, the "Excess Amount"), then up to 50% of such Excess Amount (such amount, the "Carry-Over Amount") may be carried forward to the Administrative Agent on or prior next succeeding fiscal period (the "Succeeding Fiscal Period"); provided that the Carry-Over Amount applicable to the Effective Date; (ii) a particular Succeeding Fiscal Period may not be carried forward to another fiscal period. Capital Expenditures made by the Loan Parties and their Subsidiaries in any Fiscal Year fiscal period shall be deemed to be madereduce, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) the table above for such Capital Expenditures shall not include any items contained in clauses (a)fiscal period and, (b) or (c) of then, the definition thereofCarry-Over Amount.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during any each of the Fiscal Year Years set forth below to be, in the aggregate, in excess of $110,000,000 in the aggregate. maximum amount set forth below for such Fiscal Year: FISCAL YEAR ENDING MAXIMUM CAPITAL EXPENDITURES (IN MILLIONS) December 31, 2007 $ 50.0 December 31, 2008 $ 50.0 December 31, 2009 $ 50.0 December 31, 2010 $ 50.0 December 31, 2011 $ 50.0 Notwithstanding the foregoing, (i) up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; Year and up to 50% of the amount of Capital Expenditures permitted above for any Fiscal Year may be carried back for expenditure in the preceding Fiscal Year (provided that any amount of Capital Expenditures carried back for expenditure in the preceding Fiscal Year shall reduce Capital Expenditures permitted for the following Fiscal Year ending December 31by such amount), 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. above (without giving effect to the carryover permitted by, and subject to reduction by any amount carried back as provided in, clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year or carried back from the following Fiscal year, as applicable, pursuant to clause (i) above; , (iii) the maximum amount of Capital Expenditures set forth above shall may be increased by an additional amount not exceeding, in the aggregate, $10,000,000 on or after the Effective Date Date, (iv) for each Permitted Acquisition consummated in any Fiscal Year, the maximum amounts of Capital Expenditures set forth above for such Fiscal Year and for each Fiscal Year thereafter shall be increased in an amount equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); ) and (ivv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, Permit Capital Expenditures during of the Borrower and the Subsidiaries to exceed (i) for the fiscal quarter ending on or about December 31, 2000, $15,800,000, (ii) from January 1, 2001 through and including December 31, 2001, $40,000,000, (iii) from January 1, 2002 through and including December 31, 2002, $30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, 2001 over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, 2001 over $120,000,000, and (iv) from January 1, 2003 through and including the Maturity Date, $30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, 2002 over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending December 31, 2002 over $120,000,000. In calculating Capital Expenditures for any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoingperiod set forth above, (i) up to 100% there should be deducted from Capital Expenditures for such period the amount of any reimbursement due the Borrower or any of its Subsidiaries, but not paid during such period, from lessors under leases, which amount, had it been paid during such period, would have reduced the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearsuch period, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) there shall be added to Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect period the amount of any reimbursement paid to the carryover permitted by clause (i) above) and, second, in respect Borrower or any of amounts carried over its Subsidiaries during such period from lessors under leases to the extent such reimbursement had been deducted from Capital Expenditures for a prior Fiscal Year period pursuant to clause (i) above; , and (iii) the maximum amount of there shall be excluded from Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% cost of the total revenues Borrower’s purchase of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined platinum in financial statements for the Proposed Acquisition prepared in accordance connection with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofChase Platinum Substitute Note.

Capital Expenditures. The Borrower, together with Holdings and its Subsidiaries, Consolidated Subsidiaries shall not make or incurexpend, or permit to be made or incurredin Capital Expenditures, Capital Expenditures during any Fiscal Year in excess of more than Four Million Dollars ($110,000,000 4,000,000), in the aggregate, for all such expenditures in any one Fiscal Year. Notwithstanding the foregoing, Holdings and/or its Consolidated Subsidiaries may expend, in Capital Expenditures, up to Ten Million Dollars ($10,000,000) in the aggregate, for all such expenditures in Fiscal Year 2004. In addition, in the event that Holdings and its Consolidated Subsidiaries expends, in Capital Expenditures, less than Ten Million Dollars ($10,000,000) in the aggregate, for all such expenditures during Fiscal Year 2004, then the difference between Ten Million Dollars ($10,000,000) and the actual amount of all such Capital Expenditures in Fiscal Year 2004 shall be added to the Four Million Dollar ($4,000,000) limitation for Capital Expenditures for Fiscal Year 2005, so that the maximum amount of permitted Capital Expenditures for Fiscal Year 2005 will be the sum of (i) up to 100% Four Million Dollars ($4,000.000), plus (ii) the difference between Ten Million Dollars ($10,000,000) and the actual amount of all Capital Expenditures of Holdings and its Consolidated Subsidiaries for Fiscal Year 2004. As used herein, "Capital Expenditures" shall mean all expenditures made in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, having a useful life of more than one (1) year, including, without limitation, those arising in connection with the direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. Notwithstanding the foregoing, for purposes of measuring Holdings' and its Consolidated Subsidiaries' compliance with the limitations on Capital Expenditures in this Section 7.2, any cash proceeds received from the sale of fixed assets during any Fiscal Year shall reduce and offset the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Holdings and its Consolidated Subsidiaries for that Fiscal Year. "Capital Leases" shall mean any leases of property that, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with GAAP, should be reflected as liabilities on the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) balance sheet of the definition thereofa Person.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditures, together with except that the Borrower and its Subsidiaries, shall not Subsidiaries may make or incur, or permit commit to be made or incurred, make Capital Expenditures during any not exceeding the amount set forth below (the "Base Amount") for each of the fiscal years or periods of the Borrower (or other period) set forth below: Fiscal Year in excess of or Period Base Amount ----------- ------------ 2000 $110,000,000 in the aggregate. Notwithstanding the foregoing, 35,000,000 2001 95,000,000 2002 24,000,000 2003 22,000,000 2004 20,000,000 2005 16,000,000 2006 15,000,000 2007 15,000,000 2008 15,000,000 2009 15,000,000 provided that (i) up to 100for any period set forth above, the Base Amount set forth above may be increased by a maximum of 50% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 Base Amount for any Fiscal Year, if such period by carrying over to any such period any portion of the Base Amount (as increased) not expended spent in the Fiscal Year for which it is permittedimmediately preceding period, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect for each period of the amounts permitted Borrower, the Base Amount for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures period set forth above shall be increased by an additional the amount after of any net cash proceeds from the Effective Date issuance of Capital Stock of Holdings to, or any capital contribution to Holdings by, the Investors or their Affiliates (which has not been used to make investments pursuant to subsection 8.6(h), to finance Foreign Subsidiaries pursuant to 8.1(c)(iv), to repay loans pursuant to subsections 4.4 or 8.16 or to satisfy the Additional Financing Event Condition) and (iii) for each Permitted Acquisition consummated period of the Borrower, the Base Amount for such period set forth above shall be increased in the event any Fiscal Year Person or assets of such Person (an "Acquired Person") is acquired as permitted herein by an amount equal to 20110% of the total revenues amount of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition capital expenditures (as determined in financial statements for the Proposed Acquisition prepared in accordance with GAAP) of such Acquired Person for the standards set forth in Section 6.1(b) twelve months prior to the date it was acquired (Financial Statements"Acquired Capital Expenditures"); and provided that, with respect to the fiscal year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (ivA) such the Acquired Capital Expenditures shall not include any items contained of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in clauses (a)the fiscal year of the Borrower in which such Acquired Person was acquired and the denominator of which is 365; and provided, (bfurther, that, notwithstanding anything to the contrary herein, additional Capital Expenditures may be made with net proceeds received in property sales or dispositions under subsection 8.5(g) or (c) of the definition thereof8.5(h).

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditures, together with its Subsidiariesexcept that HubCo, shall not the Borrower and their respective Subsidiaries may make or incur, or permit commit to be made or incurred, make Capital Expenditures during any not exceeding the amount set forth below (the “Base Amount”) for each of the fiscal years (in each case, ending on the last Sunday in February of such fiscal year) of Holdings set forth below: Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, Base Amount FY 2004 $ 25,500,000 FY 2005 $ 24,000,000 FY 2006 $ 28,000,000 FY 2007 $ 30,000,000 FY 2008 $ 32,000,000 72 provided that (i) up to 100for any period set forth above, commencing in the 2004 fiscal year of Holdings, the Base Amount set forth above may be increased by a maximum of 50% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 Base Amount for any Fiscal Year, if such period by carrying over to any such period any portion of the Base Amount (as increased) not expended spent in the Fiscal Year for which it is permittedimmediately preceding period, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be madefor each period of Holdings, first, in respect of the amounts permitted Base Amount for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures period set forth above shall be increased by an additional the amount after of any net cash proceeds from the Effective Date issuance of Capital Stock of Holdings to, or any capital contribution to Holdings by, the Investors or their Affiliates (which has not been used to make investments pursuant to Section 7.6(h)) and (iii) for each Permitted Acquisition consummated period of Holdings, the Base Amount for such period set forth above shall be increased in the event any Fiscal Year Person or assets of such Person (an “Acquired Person”) is acquired as permitted herein by an amount equal to 20110% of the total revenues amount of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition capital expenditures (as determined in financial statements for the Proposed Acquisition prepared in accordance with GAAP) of such Acquired Person for the standards set forth in Section 6.1(b) twelve months prior to the date it was acquired (Financial Statements“Acquired Capital Expenditures”); and provided that, with respect to the fiscal year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (ivA) such the Acquired Capital Expenditures shall not include any items contained of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in clauses (athe fiscal year of Holdings in which such Acquired Person was acquired and the denominator of which is 365; and provided, further, that, notwithstanding anything to the contrary herein, additional Capital Expenditures may be made with net proceeds received in property sales or dispositions under Sections 7.5(g) and 7.5(h), (b) or (c) of the definition thereof.

Capital Expenditures. The amount of the Borrower, together with 's and its Subsidiaries, shall not make ' aggregate Capital Expenditures made or incur, or permit committed to be made (to the extent such commitments are required to be recorded as capital expenditures in accordance with GAAP) in any fiscal year with respect to Facilities owned by the Borrower or incurredany of its Affiliates on the Closing Date, other than Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, (i) up required to 100% be made by the FERC or ordered to be made by any other Regulatory Authority, (ii) made for the purpose of repairing or rebuilding, substantially to their pre-existing condition, Facilities which are damaged or destroyed by an act of nature or as the result of any unforeseeable event, whether or not covered by insurance, (iii) made or committed to be made (to the extent such commitments are required to be recorded as capital expenditures in accordance with GAAP) from the proceeds of Permitted Indebtedness or the sale of capital stock or other equity interests of the amount Borrower or any of its Affiliates (to the extent permitted under the Loan Documents) and (iv) made or committed to be made (to the extent such commitments are required to be recorded as capital expenditures in accordance with GAAP) from proceeds maintained in reserve or restricted accounts in accordance with prior practices, which, in the case of Capital Expenditures permitted pursuant of the type specified in clause (ii), (iii) or (iv) above, to this Section 5.3 for the extent such Capital Expenditures exceed the amounts of Capital Expenditures projected in the Business Plan to be made with proceeds from such sources, shall be made only upon prior written notice to the Agent and shall not exceed the amount set forth below opposite such fiscal year: Fiscal Year Amount ----------- ------ 2000 $2,781,000 2001 $2,119,000 2002 $2,169,000 2003 $2,126,000 2004 $2,196,000 2005 $2,268,000 2006 $2,341,000 provided that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Fiscal Yearsuch amount, if not expended in the Fiscal Year during a fiscal year for which it is permittedpermitted above, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofsubsequent fiscal years.

Capital Expenditures. The BorrowerBorrower will not, and will not permit any Subsidiary to, make, or commit to make by so designating in writing to the Administrative Agent, any Capital Expenditure unless such Capital Expenditure, together with all other such Capital Expenditures made or so committed to be made by the Borrower and its SubsidiariesSubsidiaries in any Fiscal Year (without double-counting Capital Expenditures so committed to be made with such Capital Expenditures when actually made), does not exceed $150,000,000 in such Fiscal Year; provided, however, that (i) the aggregate amount of Investments in Special Entities (other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)) made by the Borrower and its Subsidiaries during any Fiscal Year will be deemed to be Capital Expenditures made in such Fiscal Year for the purposes of the annual limitation on Capital Expenditures provided in this Section 7.2.4 (without double-counting Investments made in Special Entities with Capital Expenditures made by such Special Entities with the proceeds of such Investments), (ii) with respect to any Investment in a Special Entity made after the Effective Date (other than Investments in Cash Equivalents permitted by Section 7.2.12(iv)), (x) upon any return of cash in any Fiscal Year with respect to such Investment, an amount equal to the lesser of the return of cash with respect to such Investment and the initial amount of such Investment, in either case, less the cost of disposition of such Investment, shall be available for additional Investments and Capital Expenditures in such Fiscal Year in addition to the annual limitation set forth above and (y) if any such Special Entity subsequently becomes a Guarantor, the amount of any Investment not make previously made available pursuant to clause (ii)(x) above in any Fiscal Year shall be available for additional Investments and Capital Expenditures in the Fiscal Year that such Special Entity becomes a Guarantor in addition to the annual limitation set forth above and (iii) to the extent that Capital Expenditures made or incur, or permit committed to be made pursuant to this Section 7.2.4 in any Fiscal Year are less than the amount permitted to be made or incurred, Capital Expenditures during any committed to be made in such Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing(including any carryforward), (i) up to 100% of the amount of Capital Expenditures permitted pursuant the difference, not to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permittedexceed $50,000,000, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 forward and the aggregate amount of all used to make additional Capital Expenditures expended in the subsequent Fiscal Year ending December 31, 2009, as certified by a Responsible Officer Years of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) it being understood that any Capital Expenditures made or committed to be made in any Fiscal Year shall first be deemed applied to be madereduce any carryforward from a previous Fiscal Year); provided, firstfurther, in respect however, that any Capital Expenditures made with the proceeds of Subordinated Debt or with the proceeds of the amounts permitted issuance of Capital Stock (other than Disqualified Stock) shall be disregarded for purposes of the limitation on Capital Expenditures in this Section 7.2.4; and provided, further, however, that any Capital Expenditures made during any Fiscal Year that were counted for purposes of the annual limitation on Capital Expenditures for such Fiscal Year as provided above (without giving effect with respect to property that was subsequently sold by the Borrower or its Subsidiaries in an Asset Sale permitted by Section 7.2.15 and contemporaneously leased back to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from Borrower or the prior Fiscal Year applicable Subsidiary on fair market terms pursuant to clause an operating lease (ias determined under GAAP as of the date such lease is entered into) above; (iii) shall be added to the maximum amount of Capital Expenditures set forth above shall which may otherwise be increased by an additional amount after made in the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for in which such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofsale occurred.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures of the Borrowers in the ordinary course of business made while no Event of Default has occurred and is continuing not exceeding in any fiscal year of ASC the sum of (i) $15,500,000, (ii) an amount equal to 50% of the aggregate excess of LTM EBITDA for the prior fiscal year over the minimum LTM EBITDA required by Section 7.1(a) for such fiscal year (without adding in any Non-Operating Asset Sale Proceeds as permitted by the proviso to such Section), (iii) an amount equal to Non-Operating Asset Sale Proceeds received during any Fiscal Year such fiscal year in excess of $110,000,000 in the aggregate. Notwithstanding aggregate amount of such proceeds applied to satisfy the foregoingminimum LTM EBITDA requirements of Section 7.1(a) for such fiscal year, (i) up to 100a maximum of $4,000,000 for this clause (iii), and (iv) an amount equal to 50% of the amount Non-Operating Asset Sale Proceeds received during such fiscal year from any additional Disposition of Capital Expenditures Non-Operating Assets permitted pursuant to this the proviso to Section 5.3 for 7.5(e); provided, that any Fiscal Yearsuch amount referred to above, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Yearfiscal year; and provided, further, that the Borrowers shall be permitted to make additional Capital Expenditures (A) as described on Schedule 7.7 so long as (x) such Capital Expenditures do not exceed in any such fiscal year the amount set forth for such fiscal year on Schedule 7.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal year is not expended in such fiscal year for such item, the amount for such item not so expended in such fiscal year may be expended for such item in any subsequent fiscal year) and are for the Fiscal Year ending December 31items described on such Schedule 7.7 and (y) for each such described item, 2010, any the amount expended on such carry-over item does not exceed the amount shall be calculated based set forth on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Datesuch Schedule for such item; (iiB) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to conversion of operating leases existing on the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Closing Date and listed on Schedule 6.13 into Capital Expenditures set forth above shall be increased by an additional amount Leases within 60 days after the Effective Closing Date for each Permitted Acquisition consummated in and (C) with the Net Cash Proceeds of any Fiscal Year equal Recovery Event with respect to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared which a Reinvestment Notice has been delivered in accordance with the standards set forth in Section 6.1(b) (Financial Statements2.9(b); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof.

Capital Expenditures. The BorrowerMake, together with or permit any of its Subsidiaries to make, any Capital Expenditures (excluding any Investments and acquisitions permitted under Section 5.02(f)) that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries, shall not make or incur, or permit to be made or incurred, Capital Expenditures during as determined on a Consolidated basis in any Fiscal Year in set forth below to exceed the amount set forth below for such Fiscal Year: Xxxxx Respiratory - Revolving Credit Agreement FISCAL YEAR ENDING IN AMOUNT --------------------- ----------- 2007 $15,000,000 2008 and thereafter $10,000,000 provided, however, that if, for any Fiscal Year set forth above, the amount specified above for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries, as determined on a Consolidated basis during such Fiscal Year (the amount of such excess of $110,000,000 being the "EXCESS AMOUNT"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the aggregate. Notwithstanding immediately succeeding Fiscal Year in an amount (such amount being referred to herein as the foregoing, "CARRYOVER AMOUNT") equal to the lesser of (i) up to 100the Excess Amount and (ii) 50% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 specified above for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding such immediately preceding Fiscal Year; provided further that for the Fiscal Year ending December 31, 2010, any such carry-over amount foregoing limitations shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all not apply to Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance associated with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofCardinal Acquisition.

Capital Expenditures. The Borrower, together with With respect to BA and its Subsidiaries, shall not make or incurcommit to make any Capital Expenditure , or permit to be made or incurred, except (a) Capital Expenditures during of BA and its Subsidiaries in any Fiscal Year fiscal year ending on each of the dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not in excess of $110,000,000 in the aggregate. Notwithstanding the foregoingcorresponding amount set forth below for such period; provided, that (i) up to 10050% of the any such amount of Capital Expenditures permitted pursuant referred to this Section 5.3 for any Fiscal Yearabove, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in pursuant to this clause (a) during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; , and (iiib) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after made with the Effective proceeds of any Reinvestment Deferred Amount. Period Maximum Capital Expenditures Closing Date for each Permitted Acquisition consummated in any through Fiscal Year equal Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 8,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 8,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 8,500,000 Notwithstanding the foregoing, BA and its Subsidiaries may make additional Capital Expenditures in an aggregate amount not to 20% exceed the portion, if any, of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding Available Basket Amount on the date of consummation the making of such Permitted Acquisition (as determined in financial statements for Capital Expenditure that BA elects to apply to this last paragraph of Section 8.7; provided that at the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) time of any such Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to the contrary, this Section 8.7 shall only apply to Capital Expenditures shall not include any items contained in clauses (a), (b) made or (c) of the definition thereofcommitted to be made by BA and its Subsidiaries.

Capital Expenditures. The BorrowerMake or become legally obligated to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except for Capital Expenditures during any Fiscal Year in excess of $110,000,000 not exceeding, in the aggregate. Notwithstanding aggregate for the foregoingBorrower and its Subsidiaries during (a) each of fiscal years 2007, 2008 and 2009, $12,000,000, (ib) fiscal year 2010 and (c) each subsequent fiscal year, $12,500,000; provided, however, that so long as no Default has occurred and is continuing or would result from any such expenditure, up to 100% of the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearsuch amount, if not expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Yearfollowing fiscal year (the “Capital Expenditure Carryover Amount”); provided further that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year a particular fiscal year shall first be deemed to be made, first, in respect have been made with the portion of the amounts Capital Expenditures permitted for such Fiscal Year as provided above (without giving effect fiscal year, before the Capital Expenditure Carryover Amount is applied to such fiscal year. Notwithstanding anything to the carryover permitted by clause (i) above) andcontrary with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above permitted under the preceding sentence applicable to each fiscal year shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% the quotient obtained by dividing (A) the amount of such Capital Expenditures (determined in accordance with GAAP) made by the total revenues of the Proposed Acquisition Target for such Permitted Acquisition acquired entity or business for the last four full Fiscal Quarters thirty-six month period immediately preceding the date of consummation of such Permitted Acquisition Acquisition, by (as determined in financial statements for B) three (such amount, the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements“Acquired Permitted Capital Expenditure Amount”); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 7.12 with respect to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (ivy) a fraction, the numerator of which is the number of days remaining in such Capital Expenditures shall not include any items contained in clauses (a)fiscal year and the denominator of which is 365 or 366, (b) or (c) of the definition thereofif applicable.

Capital Expenditures. The BorrowerParent Borrower will not --------------------- permit the aggregate amount of Capital Expenditures made by the Parent Borrower and the Subsidiaries (a) (i) if an election is made by the Parent Borrower pursuant to the proviso to Section 5.17 prior to December 31, together with its Subsidiaries2001, shall not make or incurduring the period from the Effective Date to December 31, 2001 to exceed $6,250,000, or permit (ii) if no such election is made, during the period from the Effective Date to be made or incurredMarch 31, 2002 to exceed $12,500,000 and (b) in any fiscal year commencing with the fiscal year beginning on the day after the last day of the applicable period referred to in the preceding clause (a), to exceed (i) the aggregate amount of the Net Proceeds of Prepayment Events described in clauses (a) and (b) of the definition of the term Prepayment Event that are applied to make Capital Expenditures during any such fiscal year as contemplated by the first proviso to Section 2.11(c), plus (ii) the amount set forth below opposite such year: Fiscal Year in excess Ending Amount ------------------ ------ March 31, 2003 (or December 31, $25,000,000 2002, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) March 31, 2004 (or December 31, $15,000,000 2003, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) March 31, 2005 (or December 31, $10,000,000 2004, if the Parent Borrower has changed its fiscal year pursuant to Section 5.17) or thereafter The amount of $110,000,000 permitted Capital Expenditures set forth in the aggregate. Notwithstanding the foregoingimmediately preceding sentence in respect of any fiscal year (other than any fiscal year ending on or prior to December 31, (i2002 or March 31, 2003, as applicable) up to 100shall be increased by 50% of the excess, if any, of (a) the amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in clause (b)(ii) of the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that preceding sentence for the Fiscal Year ending December 31, 2010, immediately preceding fiscal year (disregarding any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and Capital Expenditures permitted by reason of this sentence) less (b) the aggregate amount of all Capital Expenditures expended made by the Parent Borrower and the Subsidiaries in such preceding fiscal year. Additionally, so long as prior to and after giving effect to such payments the Fiscal Year Parent Borrower shall be in compliance with Sections 6.12 and 6.13, the Parent Borrower may in any 121 fiscal year, commencing with the fiscal year ending on March 31, 2003 (or, if an election is made by the Parent Borrower pursuant to the proviso to Section 5.17, on December 31, 20092002), as certified by a Responsible Officer of also apply Excess Cash Flow for the Borrower immediately preceding fiscal year toward Capital Expenditures to the Administrative Agent on or prior extent such Excess Cash Flow (i) is not required to the Effective Date; be applied to make prepayments of Loans pursuant to Section 2.11(d) and (ii) Capital Expenditures made in any Fiscal Year shall be deemed has not previously been applied to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereofECF Uses.

Capital Expenditures. The Borrower, together with its Subsidiaries, shall not make or incurMake, or permit any of their Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Borrowers and their Subsidiaries in any period set forth below to exceed the amount set forth below for such period. PERIOD AMOUNT ------ ------ Closing Date through and including April 30, 1999 $1,300,000 May 1, 1999 through and including April 30, 2000 $2,000,000 Each fiscal year thereafter $3,000,000 PROVIDED, HOWEVER, (a) that amounts permitted to be made or incurred, Capital Expenditures during any expended in a Fiscal Year that are not expended in such Fiscal Year, but not in excess of $110,000,000 fifty (50%) percent of such prior year's unused amount (not including any amount permitted to be carried forward from a prior year) shall be permitted to be expended in (but only in) the subsequent Fiscal Year; (b) amounts comprising Excess Cash Flow after giving effect to the prepayments required under Section 2.6 shall be permitted to be expended for Capital Expenditures (over and above the amounts set forth above) in the aggregate. Notwithstanding twelve months following the foregoing, date of required prepayment in any year; and (ic) up Permitted Acquisitions and amounts representing Capital Expenditures paid or incurred with respect to 100% an acquisition permitted under Section 6.4 in the ordinary course of its business prior to consummation of a Permitted Acquisition shall not be deemed included in the calculation of the aggregate amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in purposes of determining 103 the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all maximum annual Capital Expenditures expended in the Fiscal Year ending December 31permitted to be made hereunder, 2009, so long as certified by a Responsible Officer of the Borrower to the Administrative Agent on or such amounts representing Capital Expenditures paid prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each a Permitted Acquisition consummated in any Fiscal Year equal were incurred prior to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined and were not incurred in financial statements for the Proposed Acquisition prepared in accordance anticipation of such Permitted Acquisition, and otherwise conform with the standards set forth in terms and conditions of Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (c) of the definition thereof6.2.

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures of Parent and its Subsidiaries not exceeding the Base Capital Expenditure Amount during any Fiscal Year in excess fiscal year or period of $110,000,000 in the aggregate. Notwithstanding the foregoingParent; provided, that (i) up the lesser of (x) any such amount referred to 100above, if not so expended in the fiscal year or period for which it is permitted and (y) 50% of the amount of the Base Capital Expenditures permitted pursuant to this Section 5.3 Expenditure Amount for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, such fiscal year may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; (iii) . For purposes of the maximum amount of foregoing, the “Base Capital Expenditures set forth above Expenditure Amount” shall be increased by an additional amount after equal to $100,000,000 for the Effective Date fiscal year ending December 31, 2010 and an amount equal to $110,000,000 for any subsequent fiscal year plus, in each case, with respect to each fiscal year in which an Acquisition is consummated and the immediately following fiscal year, an amount for each Permitted Acquisition consummated in any Fiscal Year such fiscal year equal to 2040% of the total revenues EBITDA of the Proposed Acquisition Target for such Permitted Acquisition Person so acquired for the last four full Fiscal Quarters fiscal quarters of such Person immediately preceding the date of consummation of such Permitted Acquisition (it being understood and agreed that EBITDA shall be calculated as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in the definition of “Parent Consolidated Adjusted EBITDA”) plus, in each case, the Net Cash Proceeds received from the issuance of Capital Stock of Parent and from the related contribution of cash to Holdings from Parent, in each case as contributed to the Borrower, that are not otherwise expended pursuant to Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b9.5(e) or (c) of the definition thereof9.8(i).

Capital Expenditures. The Borrower(a) Make or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures during any Fiscal Year in excess of $110,000,000 the Company and its Subsidiaries in the aggregate. Notwithstanding the foregoingordinary 109 course of business not exceeding $500,000,000 during fiscal year 2006, $475,000,000 during fiscal year 2007, $425,000,000 during fiscal year 2008 and $450,000,000 during each fiscal year thereafter; provided, that (i) up to 100% of the any such amount of Capital Expenditures permitted pursuant referred to this Section 5.3 for any Fiscal Yearabove, if not so expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in pursuant to this Section during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year fiscal year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause (ia) above; (iii) . Notwithstanding anything to the maximum contrary with respect to any fiscal year of the Company during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures set forth above permitted under the preceding sentence applicable to each fiscal year shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% the quotient obtained by dividing (A) the amount of such Capital Expenditures (determined in accordance with GAAP) made by the total revenues of the Proposed Acquisition Target for such Permitted Acquisition acquired entity or business for the last four full Fiscal Quarters thirty-six month period immediately preceding the date of consummation of such Permitted Acquisition Acquisition, by (as determined in financial statements for B) three (such amount, the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements"Acquired Permitted Capital Expenditure Amount"); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 6.06 with respect to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (ivy) a fraction, the numerator of which is the number of days remaining in such Capital Expenditures shall not include any items contained in clauses (a)fiscal year and the denominator of which is 365 or 366, (b) or (c) of the definition thereofif applicable.

Capital Expenditures. The BorrowerMake or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding (a) for each of the fiscal years ending December 31, 2007 and December 31, 2008, $60,000,000 in the aggregate for the Borrower and it Subsidiaries during any such fiscal year, (b) for the fiscal year ending December 31, 2009, $30,000,000 in the aggregate for the Borrower and it Subsidiaries during such fiscal year, (c) for the fiscal year ending December 31, 2010, $45,000,000 in the aggregate for the Borrower and it Subsidiaries during such fiscal year, and (d) for each of the fiscal years ending December 31, 2011 and thereafter, $55,000,000 in the aggregate for the Borrower and it Subsidiaries during any such fiscal year (together with its Subsidiaries, shall not make or incur, or permit any such amounts carried over pursuant to be made or incurred, Capital Expenditures during any Fiscal Year in excess of $110,000,000 in the aggregate. Notwithstanding the foregoing, clause (i) up below, the “Maximum Cap Ex Amounts”); provided, however, that (i) so long as (A) no Default has occurred and is continuing or would result from such expenditure and (B) the Consolidated Leverage Ratio set forth in the Compliance Certificate delivered concurrently with the financial statements most recently delivered to 100% the Administrative Agent and the Lenders pursuant to Section 6.01(a) is less than 4.75 to 1.0, any portion of the fixed amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Yearset forth above, if not expended in the Fiscal Year fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 following fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year after the fixed amount set forth above has been expended; and provided, further, that any reinvestment in operating assets, in accordance with Section 2.05(b)(iii), of any Net Cash Proceeds arising from Dispositions permitted under Section 7.05 shall not constitute Capital Expenditures made in any Fiscal Year for purposes of this Section 7.12 (and, accordingly, such reinvestments shall be deemed to be made, first, in respect not reduce the amount of the amounts permitted for such Fiscal Year as provided above (without giving effect unutilized Maximum Cap Ex Amounts or otherwise be subject to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of limitations on Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition this Section). (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(bee) Subsections (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (ad), (bf) or and (cg) of Section 7.15 of the definition thereof.Existing Credit Agreement are amended and restated in their entirety to read as follows, respectively:

Capital Expenditures. The BorrowerMake or commit to make any Capital Expenditure, together with its Subsidiaries, shall not make or incur, or permit to be made or incurred, except Capital Expenditures of Parent and its Subsidiaries not exceeding the Base Capital Expenditure Amount during any Fiscal Year in excess fiscal year or period of $110,000,000 in the aggregate. Notwithstanding the foregoingParent; provided, that (i) up the lesser of (x) any such amount referred to 100above, if not so expended in the fiscal year or period for which it is permitted and (y) 50% of the amount of the Base Capital Expenditures permitted pursuant to this Section 5.3 Expenditure Amount for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, such fiscal year may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 fiscal year and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in during any Fiscal Year fiscal year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year fiscal year pursuant to clause subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; (iii) . For purposes of the maximum amount of foregoing, the “Base Capital Expenditures set forth above Expenditure Amount” shall be increased by an additional amount after equal to $115,000,000 for the Effective Date fiscal year 84 ending December 31, 2010 and an amount equal to $126,500,000 for any subsequent fiscal year plus, in each case, with respect to each fiscal year in which an Acquisition is consummated and the immediately following fiscal year, an amount for each Permitted Acquisition consummated in any Fiscal Year such fiscal year equal to 2040% of the total revenues EBITDA of the Proposed Acquisition Target for such Permitted Acquisition Person so acquired for the last four full Fiscal Quarters fiscal quarters of such Person immediately preceding the date of consummation of such Permitted Acquisition (it being understood and agreed that EBITDA shall be calculated as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in the definition of “Parent Consolidated Adjusted EBITDA”) plus, in each case, the Net Cash Proceeds received from the issuance of Capital Stock of Parent and from the related contribution of cash to Holdings from Parent, in each case as contributed to the Borrower, that are not otherwise expended pursuant to Section 6.1(b) (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b7.5(e) or (c) of the definition thereof7.8(i).

Capital Expenditures. The BorrowerCompany, together with its Subsidiaries, LLC and their respective Subsidiaries shall not make or incurcommit to make capital expenditures in an aggregate amount exceeding $35,000,000 on a consolidated basis during any fiscal year and the two previous fiscal years; provided, or permit however, that (A) to the extent such limit has been reached during any fiscal year, the Company, LLC and their respective Subsidiaries may make capital expenditures reasonably required to be made in such fiscal year by legal or incurredregulatory requirements, Capital Expenditures during any Fiscal Year in excess of (B) commencing with LLC's fiscal year beginning on January 1, 1998 and on each January 1 thereafter, the $110,000,000 35 million aggregate threshold shall be adjusted by an amount equal to the change since January 1, 1997 in the aggregate. Notwithstanding U.S. producer price index for refined beet sugar (as shown on the foregoingmost currently available publication) (or, if such index is no longer available, the closest comparable U.S. producer price index available, as reasonably determined by LLC), (iC) up to 100% of the amount of Capital Expenditures permitted pursuant to limitation set forth in this Section 5.3 for any Fiscal Year, if 10.10 shall not expended in the Fiscal Year for apply to capital expenditures which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that are financed with Debt incurred by LLC specifically for the Fiscal Year ending December 31purpose of making such capital expenditures, 2010so long as such Debt is permitted to be incurred under Section 10.7, any such carry-over amount shall be calculated based on the difference(D) for purposes of this Section 10.10, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or capital expenditures for each fiscal year prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year January 1, 1997 shall be deemed to be madean amount equal to $10,000,000; provided further that if, firstpursuant to the Company Agreement, Amalgamated or SPT shall have consented to the making of capital expenditures by LLC in respect excess of the amounts permitted for such Fiscal Year as provided above (without giving effect to foregoing amounts, the carryover permitted by clause Company, LLC and their respective Subsidiaries may make capital expenditures in an aggregate amount not exceeding (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated $18,000,000 in any Fiscal Year equal to 20% of the total revenues of the Proposed Acquisition Target for such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of such Permitted Acquisition (as determined in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) (Financial Statements); rolling twelve month period and (ivii) such Capital Expenditures shall not include $44,000,000 in any items contained in clauses (a), (b) or (c) of the definition thereof.rolling 36 month period. 10.11

Capital Expenditures. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Effective Date through and including December 31, 2000, the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed the product of (I) 5% of the aggregate amount of the Borrower's consolidated net sales from operations for its 1999 fiscal year multiplied by (II) a fraction, together with the numerator of which is the number of days from the Effective Date through December 31, 2000 and the denominator of which is 365, and (ii) during any fiscal year of the Borrower thereafter (taken as one accounting period), the Borrower and its Subsidiaries, shall Subsidiaries may make Capital Expenditures so long as the aggregate amount of such Capital Expenditures does not make exceed 5% of the aggregate amount of the Borrower's consolidated net sales from operations for its immediately preceding fiscal year (determined on a Pro Forma Basis for each Permitted Acquisition consummated during such immediately preceding fiscal year as if same had occurred on the first day of such immediately preceding fiscal year). Notwithstanding anything to the contrary contained above in this Section 9.08(a) or incur, or permit to be made or incurredin the definition of "Capital Expenditures," for purposes of this Section 9.08(a), Capital Expenditures made by the Borrower and its Subsidiaries in any period shall be calculated net of sales of Rental Equipment by the Borrower and its Subsidiaries during any Fiscal Year in excess of $110,000,000 in the aggregatesuch period. Notwithstanding In addition to the foregoing, (i) up to 100% of in each year in which a Permitted Acquisition is consummated the aggregate amount of Capital Expenditures permitted pursuant to this Section 5.3 for any Fiscal Year, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year; provided that for the Fiscal Year ending December 31, 2010, any such carry-over amount shall be calculated based on the difference, if any, between $110,000,000 and the aggregate amount of all Capital Expenditures expended in the Fiscal Year ending December 31, 2009, as certified by a Responsible Officer of the Borrower to the Administrative Agent on or prior to the Effective Date; (ii) Capital Expenditures made in any Fiscal Year shall be deemed to be made, first, in respect of the amounts permitted for such Fiscal Year as provided above (without giving effect to the carryover permitted by clause (i) above) and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (i) above; (iii) the maximum amount of Capital Expenditures set forth above year shall be increased by an additional amount after the Effective Date for each Permitted Acquisition consummated in any Fiscal Year equal to the product of (I) 20% of the total revenues Acquired EBITDA of the Proposed Acquisition Target for respective Acquired Entity or Business acquired in each such Permitted Acquisition for the last four full Fiscal Quarters preceding the date of consummation of most recently ended 12-month period for which financial statement are available for such Permitted Acquisition Acquired Entity or Business (as determined certified in financial statements for the Proposed Acquisition prepared in accordance with the standards set forth in Section 6.1(b) respective officer's certificate delivered pursuant to clause (Financial Statements); and (iv) such Capital Expenditures shall not include any items contained in clauses (a), (b) or (cx) of Section 8.14(a)) multiplied by (II) a fraction, the definition thereofnumerator of which is the number of days remaining in such fiscal year and the denominator of which is 365.