Common use of Maximum Consolidated Capital Expenditures Clause in Contracts

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (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 year before any carryover: 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year Thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).

Maximum Consolidated Capital Expenditures. NewPageHoldCo Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (xbut in no event more than $3,500,000) if of such amount for the aggregate previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for any such previous Fiscal Year Year: 2006 $ 10,000,000 2007 $ 10,000,000 2008 $ 10,000,000 2009 $ 10,000,000 2010 $ 10,000,000 2011 $ 10,000,000 2012 $ 10,000,000 Notwithstanding the foregoing, Company, or a Guarantor Subsidiary thereof, shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added permitted to the amount of make Consolidated Capital Expenditures permitted in the form of (i) prior to the Closing Date, the acquisition of Material Real Estate (and improvements thereon) located in the State of Michigan which Material Real Estate shall constitute the Company’s and its Subsidiaries’ headquarters, during the Fiscal Year ended 2006, in an aggregate amount for such purchase not in excess of $13,400,000 (the “Headquarters Capital Expenditure”) and (ii) on or prior to the first anniversary of the Closing Date, Capital Expenditures associated with the construction and development of such acquired headquarters, including the acquisition of equipment and fixtures to be used in connection therewith, in an aggregate amount not to exceed $9,000,000 (the “Headquarters Development Capital Expenditure”). For the avoidance of doubt, no unused portion of the Headquarters Capital Expenditure may be “rolled forward” pursuant to the proviso in the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover: 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year Thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e)preceding sentence.

Maximum Consolidated Capital Expenditures. NewPageHoldCo Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount set forth below shall be increased in an amount equal to 5% of the aggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions, (y) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (yz) 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 year before any carryover: 2005 2008 $ 140,000,000 2006 25,000,000 2009 $ 175,000,000 2007 25,000,000 2010 $ 25,000,000 2011 and each Fiscal Year Thereafter thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).30,000,000

Maximum Consolidated Capital Expenditures. NewPageHoldCo Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Borrower and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; : From the Closing Date through December 31, 2007 $ 1,380,000 Fiscal Year 2008 $ 3,000,000 Fiscal Year 2009 $ 3,600,000 Fiscal Year 2010 $ 4,800,000 Fiscal Year 2011 $ 4,800,000 Fiscal Year 2012 $ 5,400,000 Fiscal Year 2013 and thereafter $ 6,900,000 provided, that (x) to the extent the permitted amount for any Fiscal Year has been expended, such permitted amount shall be increased by an amount equal to the excess, if any, of the aggregate permitted amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such previous Fiscal Year (before without giving effect to any carryover), then such shortfall may be added to adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) previous Fiscal Year and (y) Year; provided further, Borrower shall have the right to elect in determining whether any amount is available for carryoverwriting to the Administrative Agent, delivered no later than concurrently with the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover: 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year Thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as delivery of the end of Financial Plan for such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Year, to increase the permitted amount of Consolidated Capital Expenditures during for such Fiscal Quarter in addition to those otherwise permitted Year by this Section 6.8(e)no less than $600,000 and no more than $2,400,000, so long as such right is not exercised on more than four occasions from the Closing Date until the date of determination and the aggregate amount, for all increases taken together, does not exceed $2,400,000.

Maximum Consolidated Capital Expenditures. NewPageHoldCo Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount set forth below shall be increased in an amount equal to 5% of the aggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions from and after the First Amendment Effective Date, (y) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year (beginning with Fiscal Year 2010) shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (yz) 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 year before any carryover: 2005 2008 $ 140,000,000 2006 25,000,000 2009 $ 175,000,000 2007 25,000,000 2010 $ 35,000,000 2011 and each Fiscal Year Thereafter thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as 40,000,000 BB. Section 6.8(e) of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and Credit Agreement is hereby replaced in its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).entirety as follows:

Maximum Consolidated Capital Expenditures. NewPageHoldCo Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) each such amount set forth below shall be increased in an amount equal to 5% of the aggregate pro forma gross revenues contributed by the Person or assets acquired in connection with any Permitted Acquisitions from and after the First Amendment Effective Date, (y) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year (beginning with Fiscal Year 2010) shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year (but in no event shall the carryover be more than 50% of the Consolidated Capital Expenditures permitted for the immediately preceding Fiscal Year) and (yz) 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 year before any carryover: 2005 2008 $ 140,000,000 2006 25,000,000 2009 $ 175,000,000 2007 25,000,000 2010 $ 35,000,000 2011 and each Fiscal Year Thereafter thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as 40,000,000 BB. Section 6.8(e) of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and Credit Agreement is hereby replaced in its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).entirety as follows:

Maximum Consolidated Capital Expenditures. NewPageHoldCo Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, provided that (x) if the aggregate amount of Consolidated Capital Expenditures for made in any Fiscal Year shall be less than the maximum amount set forth in the table below of Consolidated Capital Expenditures permitted under this Section 6.8(d) for such Fiscal Year (before giving effect to any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted under this Section 6.8(d) for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be 130 deemed to be from the amount allocated to such year Fiscal Year (before giving effect to any carryover: ): CONSOLIDATED FISCAL YEAR ENDING CAPITAL EXPENDITURES ----------------------------------------------------- -------------------- February 2005 $ 140,000,000 U.S.$22.0 million February 2006 $ 175,000,000 U.S.$22.0 million February 2007 and thereafter U.S.$20.0 million In determining compliance with this Section 6.8(d), Company shall (i) calculate the U.S. Dollar equivalent amount of Capital Expenditures for each Fiscal Quarter, using the rate of exchange used in preparing the financial statements for such Fiscal Quarter, and (ii) calculate the aggregate amount of Capital Expenditures for each Fiscal Year Thereafter $ 225,000,000 If at based on the end sum of any the Capital Expenditures for each Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition determined pursuant to those otherwise permitted by this Section 6.8(eclause (i).

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (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 year before any carryover: 2005 2008 $ 140,000,000 2006 $ 175,000,000 2007 300,000,000 2009 and each Fiscal Year Thereafter thereafter $ 225,000,000 250,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).

Maximum Consolidated Capital Expenditures. NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, that (x) if the aggregate amount of Consolidated Capital Expenditures for any Fiscal Year shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (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 year before any carryover: 2005 $ 140,000,000 2006 $ 175,000,000 2007 and each Fiscal Year Thereafter thereafter $ 225,000,000 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).