Common use of Limitation on Capital Expenditures Clause in Contracts

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceeding, in the aggregate, (a) in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries in any fiscal year shall be increased by the amount of Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood that (i) Capital Expenditures shall be deemed to ------ have been spent as follows: first, amounts attributable to the present fiscal ----- year and second, any Carryover Amount and (ii) the Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized).

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Consolidated Capital Expenditures exceeding, in the aggregate, (a) in for the period commencing February 1from the Closing Date through December 31, 1998 will not exceed $7,000,000 and ending August 2, 1998, Consolidated Capital Expenditures for each Fiscal Year thereafter shall not exceed $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters14,000,000; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) if the aggregate amount of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower Consolidated Capital Expenditures actually made in such period or any Subsidiary has received and is utilizing Net Insurance Proceeds and such Fiscal Year shall be less than the limit with respect thereto set forth above (bbefore giving effect to any increase therein pursuant to this proviso) (the maximum "Base Amount"), then the amount of such shortfall may be added to the amount of such Consolidated Capital Expenditures permitted to be made by for the Borrower and its Subsidiaries immediately succeeding Fiscal Year (such shortfall amount in any fiscal year shall be increased by Fiscal Year, the amount of "Rollover Amount"), any Consolidated Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood that (i) Capital Expenditures made during any Fiscal Year for which any Rollover Amount shall be deemed to ------ have been spent as follows: so added being applied, first, amounts attributable to the present fiscal ----- year and Base Amount for such Fiscal Year and, second, any Carryover to the Rollover Amount added for such Fiscal Year and (ii) for any Fiscal Year (or portion thereof) following any Business Acquisition permitted under Section 5.17(b), the Carryover Base Amount for the ------ fiscal year ending August 2, 1998 such Fiscal Year (to be utilized in the fiscal year ending August 1, 1999or portion) shall includebe increased, if for each such Business Acquisition, by an amount equal to the Borrower enters into product of (A) the TVN Agreement lesser of (x) $5,000,000 and (y) 5% of revenues of the business acquired in such Business Acquisition for the period of four Fiscal Quarters most recently ended on or prior to August 2the date of such Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, 1998a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized)full Fiscal Year, 1.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceeding(Discretionary), in the aggregate, except (a) in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and Capital Expenditures (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (eDiscretionary) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries in any fiscal year shall be increased by which, when combined with the aggregate amount of Capital Expenditures that the Borrower was permitted Permitted Acquisitions made pursuant to make in the immediately prior Section 7.8(h) during such fiscal year (commencing with excluding the fiscal year ending August 2aggregate amount of the Purchase Prices thereof which is made in the form of the consideration referred to in clause (b) of the definition of Purchase Price), 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood shall not exceed $125,000,000; provided -------- that (i) no Default or Event of Default has occurred and is continuing (unless a binding commitment to make such Capital Expenditures shall be deemed to ------ have been spent as follows: first, amounts attributable was entered into prior to the present fiscal ----- year and secondoccurrence of such Default or Event of Default), or would occur after giving effect to any Carryover Amount and such Capital Expenditures (Discretionary); (ii) the Carryover Amount any amount permitted herein for the ------ Capital Expenditures (Discretionary) during any fiscal year ending August 2, 1998 (to be utilized and not so expended in the fiscal year ending August 1for which it is permitted may be carried over for expenditure only in the next following fiscal year; (iii) Capital Expenditures (Discretionary) made pursuant to this clause (a) during any fiscal year shall be deemed made, 1999first, in respect of amounts carried over from the ----- prior fiscal year pursuant to subclause (ii) shall includeabove and, second, in respect of ------ amounts permitted for the then-current fiscal year as provided above and (iv) if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion Consolidated Leverage Ratio as of the additional last day of the most recently completed fiscal quarter is less than 4.5 to 1.0 then the amount referred to above shall be increased to $8,000,000 that was available for 200,000,000 (and if availability under this clause (iv) is utilized the Consolidated Leverage Ratio Stepdown Date shall occur) and (b) Capital Expenditures during such year but was not utilized)made with the proceeds of any Reinvestment Deferred Amount.

Limitation on Capital Expenditures. Make or commit to make (by any ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceedingExpenditure, in the aggregate, except (a) in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by of the Borrower and its Subsidiaries in the ordinary course of business in any fiscal year of the Borrower set forth below not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Amount ------------- -------- 1998 $17,500,000 1999 $25,000,000 2000 and thereafter $15,000,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be increased by deemed made, first, in respect of amounts permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the amount of Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed pursuant to expend in such year (the "Carryover --------- Amount") (it being understood that subclause (i) above, (b) Capital Expenditures shall be deemed to ------ have been spent as follows: firstmade with the proceeds of any Reinvestment Deferred Amount, amounts (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to the present fiscal ----- year and second, any Carryover Amount and (ii) the Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on all or prior to August 2, 1998, any a portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized)cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure, except (by ---------------------------------- way a) Capital Expenditures of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceeding, Borrower and its Subsidiaries in the aggregate, (a) in the ordinary course of business not exceeding (x) $12,500,000 for the period commencing February from and including the Closing Date to and including March 31, 2009, (y) $6,250,000 for the period from and including April 1, 1998 2009 to and ending August 2including December 31, 19982009 and (z) $5,000,000 for each fiscal year of Borrower starting on or after January 1, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement2010, and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount or otherwise with Net Cash Proceeds of an asset Disposition or a Recovery Event which are not subject to the prepayment and/or reinvestment obligations under Section 2.12(b), (c) Capital Expenditures (x) made by the Borrower or any Subsidiary as a tenant in each fiscal year thereafterleasehold improvements, 8% to the extent actually reimbursed by the landlords or subject to a current Contractual Obligation of the Borrower's Revenues landlord to reimburse or (y) actually paid for by a third party (excluding Holdings, the immediately preceding four fiscal quarters; provided that (aBorrower or any Subsidiary) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which none of Holdings, the Borrower or any Subsidiary has received and provided or is utilizing Net Insurance Proceeds required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person; provided that, notwithstanding any other provision of this Agreement to the contrary, such third party payment shall not increase the Available Additional Basket and (bd) other Capital Expenditures to the extent of the Available Additional Basket at the time of making any such Capital Expenditure. Notwithstanding the foregoing, (x) the maximum amount of Capital Expenditures set forth in this Section 7.7 in respect of any fiscal year ending on or prior to December 31, 2013 may be increased by an amount not to exceed $2,500,000 (such amount, the “Pull-Forward Amount”), and the Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar for dollar basis, the amount of Capital Expenditures permitted to be made by the Borrower pursuant to this Section 7.7 in such immediately succeeding fiscal year and its Subsidiaries (y) any such amount referred to in clause (a) above, not to exceed $2,500,000 in any fiscal year shall be increased by the amount of Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2year, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood that (i) Capital Expenditures shall be deemed to ------ have been spent as follows: first, amounts attributable to the present fiscal ----- year and second, any Carryover Amount and (ii) the Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized if not so expended in the fiscal year ending August 1for which it is permitted, 1999) shall include, if may be carried over for expenditures in the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized)next succeeding fiscal year.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceeding(Discretionary), in the aggregate, except (a) in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and Capital Expenditures (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (eDiscretionary) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by the Borrower Paragon and its Subsidiaries in any fiscal year shall be increased by which, when combined with the aggregate amount of Capital Expenditures that the Borrower was permitted Permitted Acquisitions made pursuant to make in the immediately prior Section 11.8(h) during such fiscal year (commencing with excluding the fiscal year ending August 2aggregate amount of the Purchase Prices thereof which is made in the form of the consideration referred to in clause (b) of the definition of Purchase Price), 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood shall not exceed $125,000,000; provided that (i) no -------- Default or Event of Default has occurred and is continuing (unless a binding commitment to make such Capital Expenditures shall be deemed to ------ have been spent as follows: first, amounts attributable was entered into prior to the present fiscal ----- year and secondoccurrence of such Default or Event of Default), or would occur after giving effect to any Carryover Amount and such Capital Expenditures (Discretionary); (ii) the Carryover Amount any amounts permitted herein for the ------ Capital Expenditures (Discretionary) during any fiscal year ending August 2, 1998 (to be utilized and not so expended in the fiscal year ending August 1for which it is permitted may be carried over for expenditure only in the next following fiscal year; (iii) Capital Expenditures (Discretionary) made pursuant to this clause (a) during any fiscal year shall be deemed made, 1999first, in respect of amounts permitted for the then-current fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (ii) shall include, above and (iv) if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion Consolidated Leverage Ratio as of the additional last day of the most recently completed fiscal quarter is less than 4.5 to 1.0 then the amount referred to above shall be increased to $8,000,000 that was available for 200,000,000 (and if availability under this clause (iv) is utilized the Consolidated Leverage Stepdown Ratio Date shall occur) and (b) Capital Expenditures during such year but was not utilized)made with the proceeds of any Reinvestment Deferred Amount.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceedingExpenditure in any Fiscal Year, in the aggregate, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the period commencing February 1ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, 1998 and ending August 2, 1998, $9,000,000 which (w) such amount shall be increased with respect to $17,000,000 any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the aggregate if then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower enters and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Existing Credit Agreement with respect to Fiscal Year 2005 may be carried forward to Fiscal Year 2006), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the TVN Agreement, previous Fiscal Year); and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by the of Borrower and its Restricted Subsidiaries in to the extent of any fiscal year shall be increased Net Cash Proceeds received by the amount Borrower as a capital contribution or from issuances or sales to Holdings of Capital Expenditures Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.14(b) and 2.15, and (y) Borrower could make a Restricted Payment of the Borrower was permitted same amount pursuant to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount"Section 6.6(e) (it being understood that (i) any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to ------ have been spent as follows: first, amounts attributable to the present fiscal ----- year and second, any Carryover Amount and (ii) the Carryover Amount be Capital Expenditures for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion purposes of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized)this Section 6.7.

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way Permit the aggregate amount of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceedingmade in any fiscal year set forth below, to exceed the amount set forth opposite such fiscal year below: Period Amount Fiscal Year 2012 $ 80.0 million Fiscal Year 2013 $ 80.0 million Fiscal Year 2014 $ 80.0 million Fiscal Year 2015 $ 80.0 million ; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(c) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 100% of such maximum amount (without giving effect to clause (z) below) may be added to the amount of Capital Expenditures permitted under this Section 6.10(c) for the immediately succeeding (but not any other) fiscal year, (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover) and (z) the amount set forth in the table above for any period may be increased in an amount not to exceed the then Cumulative Growth Amount designated for Capital Expenditures for such period during such period. Notwithstanding anything to the contrary contained herein, in the aggregate, (a) event that Borrower and its Subsidiaries have made Capital Expenditures in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if any fiscal year of the Borrower enters into in an amount equal to the TVN Agreementmaximum aggregate amount permitted to be made by Borrower its Subsidiaries during such fiscal year, the Borrower and (b) in each fiscal year thereafter, 8its Subsidiaries may utilize up to 25% of the Borrower's Revenues applicable permitted scheduled Capital Expenditures amount as set forth above in this clause (c) for the immediately preceding four succeeding fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) year of the definition thereof and Borrower (iiithe “Carry-Back Amount”) expenditures for to make additional Capital Expenditures in the restoration, replacement or rebuilding then current fiscal year of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) which shall reduce the maximum base amount of Capital Expenditures permitted to be made in such succeeding fiscal year by the Borrower and its Subsidiaries in any fiscal year shall be increased by the amount of Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount") (it being understood that (i) Capital Expenditures shall be deemed to ------ have been spent as follows: first, amounts attributable to the present fiscal ----- year and second, any Carryover Carry-Back Amount and (ii) the Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not so utilized).

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceedingExpenditure, in the aggregate, except (a) in the period commencing February 1, 1998 and ending August 2, 1998, $9,000,000 which amount shall be increased to $17,000,000 in the aggregate if the Borrower enters into the TVN Agreement, and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by of the Borrower and its Subsidiaries in the ordinary course of business not exceeding $45,000,000 for the 1998 fiscal year of the Borrower, $35,000,000 for the 1999 fiscal year of the Borrower, $30,000,000 per fiscal year for the 2000-2001 fiscal years of the Borrower, and $52,000,000 in each fiscal year of the Borrower thereafter; provided that (i) up to $15,000,000 of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be increased by deemed made, first, in respect of amounts carried over from the amount of Capital Expenditures that the Borrower was permitted to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed pursuant to expend in such year (the "Carryover --------- Amount") (it being understood that subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; (b) Capital Expenditures shall made with the proceeds of any event which would be deemed a Recovery Event but for the second parenthetical clause in the definition thereof; (c) Capital Expenditures made in connection with a new facility to ------ have been spent as follows: firstbe leased by Panavision Europe Limited located at Xxxxxxx Xxxx, amounts attributable Xxxxxxxxx, Xxxxxxxxx XX0 ONN, United Kingdom with the proceeds of the Disposition of facilities owned by Panavision Europe Limited located at Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx XXX XXX, Xxxxxx Xxxxxxx and Wycombe Road, Wembley, Middlesex HAO IQN, United Kingdom; (d) Capital Expenditures made with Excess Cash Flow not required to be applied to the present fiscal ----- year and second, any Carryover Amount prepayment of the Term Loans and/or the reduction of the Revolving Credit Commitments pursuant to Section 2.10(b); and (iie) Capital Expenditures made with the Carryover Amount for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if proceeds of any Dispositions of Property by the Borrower enters into the TVN Agreement on or prior its Subsidiaries pursuant to August 2, 1998, any portion of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilizedSection 7.5(a)(1).

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any Capital Expenditures exceedingExpenditure in any Fiscal Year, in the aggregate, except: (a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the period commencing February 1ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, 1998 and ending August 2, 1998, $9,000,000 which (w) such amount shall be increased with respect to $17,000,000 any Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the aggregate if then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such Restricted Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal year (as reasonably determined by Borrower enters and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minus the number of days that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365, (x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Sixth Restated Credit Agreement with respect to Fiscal Year 2014 may be carried forward to Fiscal Year 2015 under this Agreement), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the TVN Agreement, previous Fiscal Year); and (b) in each fiscal year thereafter, 8% of the Borrower's Revenues for the immediately preceding four fiscal quarters; provided that (a) the foregoing -------- limits shall not include (i) Permitted Acquisitions, (ii) capital expenditures for improvements to real property utilizing funds which constitute Permitted Indebtedness under clause (e) of the definition thereof and (iii) expenditures for the restoration, replacement or rebuilding of Post Production Assets for which the Borrower or any Subsidiary has received and is utilizing Net Insurance Proceeds and (b) the maximum amount of Capital Expenditures permitted to be made by the of Borrower and its Restricted Subsidiaries in to the extent of any fiscal year shall be increased Net Cash Proceeds received by the amount Borrower as a capital contribution or from issuances or sales to Holdings of Capital Expenditures Stock of Borrower, in each case after the Fourth Restated Credit Agreement Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.13(b) and 2.14 (of this Agreement or any Prior Credit Agreement), and (y) Borrower could make a Restricted Payment of the Borrower was permitted same amount pursuant to make in the immediately prior fiscal year (commencing with the fiscal year ending August 2, 1998) as set forth above but failed to expend in such year (the "Carryover --------- Amount"Section 6.6(e) (it being understood that (i) any such Capital Expenditures shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in accordance with Section 6.8(f) shall not be deemed to ------ have been spent as follows: first, amounts attributable to the present fiscal ----- year and second, any Carryover Amount and (ii) the Carryover Amount be Capital Expenditures for the ------ fiscal year ending August 2, 1998 (to be utilized in the fiscal year ending August 1, 1999) shall include, if the Borrower enters into the TVN Agreement on or prior to August 2, 1998, any portion purposes of the additional $8,000,000 that was available for Capital Expenditures during such year but was not utilized)this Section 6.7.