Common use of Consolidated Capital Expenditures Clause in Contracts

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such calendar year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amounts; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures 2008 $ 14,000,000 2009 $ 18,000,000 2010 $ 10,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000

Consolidated Capital Expenditures. Company shall will not, and shall not nor will it permit any of its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such calendar yearFiscal Year; provided provided, however, that the Maximum aggregate amount of Consolidated Capital Expenditures Amount for permitted to be made in respect of any calendar year Fiscal Year shall be increased by an the unused amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for that were permitted to be made during the previous calendar year immediately preceding Fiscal Year (without giving effect to any adjustment adjustments in accordance with this proviso) over (the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amounts; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year (prior to any adjustment in accordance with this proviso“CapEx Carryforward Amount”); provided further that the foregoing limitations shall not restrict that, with respect to any Fiscal Year, Consolidated Capital Expenditures funded made during such Fiscal Year shall be deemed to be made first with Net Securities Proceedsrespect to any CapEx Carryforward Amount to the extent applicable and then with respect to the applicable limitation for such Fiscal Year: Calendar 115 Fiscal Year Maximum Consolidated Capital Expenditures 2008 $ 14,000,000 Amount Fiscal Year 2009 $ 18,000,000 $21,000,000 Fiscal Year 2010 $ 10,000,000 $44,500,000 Fiscal Year 2011 $ 11,000,000 $43,000,000 Fiscal Year 2012 $ 11,000,000 $36,500,000 Fiscal Year 2013 $ 12,000,000$28,000,000 Fiscal Year 2014 $28,000,000 Fiscal Year 2015 $28,000,000

Consolidated Capital Expenditures. Company Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; provided, further that in no event shall the amount of such increase exceed 5075% of the Maximum 121 CREDIT AGREEMENT Consolidated Capital Expenditures Amount for such previous calendar year Fiscal Year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict ): Maximum Consolidated Fiscal Year Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures 2008 -------------------------------------- ----------------------- January 1 through December 31, 2003 $ 14,000,000 2009 150,000,000.00 January 1 through December 31, 2004 $ 18,000,000 2010 150,000,000.00 January 1 through December 31, 2005 $ 10,000,000 2011 150,000,000.00 January 1 through December 31, 2006 $ 11,000,000 2012 150,000,000.00 January 1 through December 31, 2007 $ 11,000,000 2013 150,000,000.00 January 1, 2008, through the Revolving Loan Commitment Termination Date $ 12,000,00075,000,000.00

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year only (without giving effect prior to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year Fiscal Year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar ): 130 EXECUTION Fiscal Year Maximum Consolidated Capital Expenditures 2008 $ 14,000,000 2009 $ 18,000,000 2010 $ 10,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000---------------------------------------------------------------------- Fiscal Year 2000 $80.0 million Fiscal Year 2001 $45.0 million Fiscal Year 2002 $35.0 million Fiscal Year 2003 $28.0 million Fiscal Year 2004 $28.0 million Fiscal Year 2005 $25.0 million Fiscal Year 2006 $25.0 million Fiscal Year 2007 $18.75 million

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “"Maximum Consolidated Capital Expenditures Amount”") set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; provided, further that in no event shall the amount of such increase exceed 5030% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year Fiscal Year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures 2008 $ 14,000,000 2009 $ 18,000,000 2010 $ 10,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000): MAXIMUM CONSOLIDATED FISCAL YEAR CAPITAL EXPENDITURES ----------- -------------------- 2003 $32,000,000 2004 $40,000,000 2005 $60,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount 113 in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”"MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such calendar yearFiscal Year; provided PROVIDED that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; providedPROVIDED, further FURTHER that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year Fiscal Year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures ): MAXIMUM CONSOLIDATED FISCAL YEAR ENDING CAPITAL EXPENDITURES ------------------ -------------------- June 30, 2004 $ 8,000,000 June 30, 2005 $ 9,000,000 June 30, 2006 $ 9,500,000 June 30, 2007 $ 9,500,000 June 30, 2008 $ 14,000,000 10,000,000 June 30, 2009 and each Fiscal Year thereafter $ 18,000,000 2010 $ 10,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,00010,000,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (but in no event more than 50% of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso)) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with Fiscal Year; provided that Consolidated Capital Expenditures made or incurred in any period shall be deemed to be made first in respect of amounts carried over from the immediately preceding period pursuant to the foregoing proviso and second in respect of the Consolidated Capital Expenditures in Amount specified below for such following calendar year to be applied first to such unused amounts; provided, further that in no event shall the amount of such increase exceed 50% of the period: Fiscal Year Ending Maximum Consolidated Capital Expenditures Amount for such previous calendar year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures December 31, 2005 $15,000,000 December 31, 2006 $16,000,000 December 31, 2007 $15,000,000 December 31, 2008 $ 14,000,000 $17,000,000 December 31, 2009 $ 18,000,000 $16,000,000 December 31, 2010 $ 10,000,000 $16,000,000 December 31, 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000$16,300,000

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, Expenditures (other than a Permitted Equity Contribution Capex) in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $6,000,000) of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (without giving effect to any adjustment as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities ProceedsFiscal Year: Calendar Fiscal Year Maximum Consolidated Capital Expenditures 2005 $10,000,000 2006 $12,000,000 2007 $12,000,000 2008 $ 14,000,000 $12,000,000 2009 $ 18,000,000 $12,000,000 2010 $ 10,000,000 $15,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000$16,000,000”

Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (but in no event more than 50% of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso)) over the actual amount of Consolidated Capital Expenditures for such previous calendar year with Fiscal Year; provided that Consolidated Capital Expenditures made or incurred in any period shall be deemed to be made first in respect of amounts carried over from the immediately preceding period pursuant to the foregoing proviso and second in respect of the Consolidated Capital Expenditures in Amount specified below for such following calendar year to be applied first to such unused amounts; provided, further that in no event shall the amount of such increase exceed 50% of the period: Fiscal Year Maximum Consolidated Capital Expenditures Amount for such previous calendar year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Fiscal Year Maximum Consolidated Capital Expenditures 2006 $ 10,000,000 Fiscal Year 2007 $ 11,000,000 Fiscal Year 2008 $ 14,000,000 14,500,000 Fiscal Year 2009 $ 18,000,000 14,500,000 Fiscal Year 2010 $ 10,000,000 14,500,000 Fiscal Year 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,00014,500,000 120

Consolidated Capital Expenditures. Company Holdings and Borrowers shall not, and shall not permit its their respective Subsidiaries to, make or incur Consolidated Capital Expenditures, in any calendar year Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”"MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such calendar yearFiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any calendar year Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous calendar year Fiscal Year (without giving effect to any adjustment increase in the Maximum Consolidated Capital Expenditures Amount for such previous Fiscal Year made in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for made during such previous calendar year with the Consolidated Capital Expenditures in such following calendar year to be applied first to such unused amountsFiscal Year; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous calendar year Fiscal Year (prior to any adjustment in accordance with this proviso); provided further that the foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds: Calendar Year Maximum Consolidated Capital Expenditures 2008 $ 14,000,000 2009 $ 18,000,000 2010 $ 10,000,000 2011 $ 11,000,000 2012 $ 11,000,000 2013 $ 12,000,000): MAXIMUM CONSOLIDATED FISCAL YEAR CAPITAL EXPENDITURES ----------- -------------------- 2001 $25,000,000 2002 $30,000,000 2003 $30,000,000 2004 $30,000,000 138 148