Common use of Maximum Consolidated Capital Expenditures Clause in Contracts

Maximum Consolidated Capital Expenditures. 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 Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $1,000,000) of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

Maximum Consolidated Capital Expenditures. 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 Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $1,000,000) of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 25,000,000 2006 $ 20,000,000 25,000,000 2007 $ 20,000,000 25,000,000 2008 $ 20,000,000 25,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make Make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries the Group in excess of the corresponding amount set forth below opposite such Fiscal YearYear (the “Permitted Capital Expenditure Amount”); provided, that such amount for any Fiscal Year shall be increased by (i) an amount equal to the excess, if any, (but in no event more than $1,000,000) of such amount for the previous immediately preceding Fiscal Year (as adjusted in accordance with this provisothe amount of any rollover from the prior Fiscal Year being deemed to be used first) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 Year and (fii) Certain Calculations. With respect to any period during which the extent that a Permitted Acquisition is consummated during or prior to such Fiscal Year (but after the Original Closing Date), an Asset Sale has occurred amount equal to 5% of the Acquisition Consideration paid with respect to such Permitted Acquisition (eachthe “Acquired Permitted CapEx Amount”) (provided, however, that with respect to the Fiscal Year during which any such Permitted Acquisition occurs, the amount of additional Consolidated Capital Expenditures permitted as a “Subject Transaction")result of this clause (ii) shall be an amount equal to the product of (x) the Acquired Permitted CapEx Amount and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year): 2010 $215,000,000 2011 $220,000,000 2012 $210,000,000 2013 $240,000,000 2014 $250,000,000 2015 $270,000,000 2016 $280,000,000 Notwithstanding the foregoing, for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not 6.07(c) for purposes of determining any given Fiscal Year, the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components actual amount of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which Capital Expenditures that are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated made or incurred or repaid at the beginning of in such period (Fiscal Year and assuming that such Indebtedness bears interest during are denominated in any portion of the applicable measurement period prior to currency other than Dollars will be converted into Dollars based on the relevant acquisition at currency exchange rate in effect on the weighted average of the interest rates applicable to outstanding Loans incurred during such period)Original Closing Date.

Maximum Consolidated Capital Expenditures. (i) For each full Fiscal Year prior to the Fiscal Year ending June 30, 2012 Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated belowYear, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year$30,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $1,000,000) of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) Year and (ii) clause “vii” of for each Fiscal Year (beginning with the definition of Permitted AcquisitionFiscal Year ending June 30, 2012), Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impactCapital Expenditures, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commissionany Fiscal Year, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of in an aggregate amount for Holdings and its Subsidiaries which in excess of $60,000,000 (provided that for the Fiscal Year ending June 30, 2012, such aggregate amount shall not exceed $45,000,000); provided, such amount for any Fiscal Year (beginning with the Fiscal Year ending June 30, 2013) shall be reformulated as increased by an amount equal to the excess, if such Subject Transactionany, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period amount for each previous Fiscal Year over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Years. Notwithstanding the foregoing, Borrowers and their Subsidiaries may make Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in the amount set forth in the table above) with (A) the Net Asset Sale Proceeds that are not required to be applied to prepay Loans and assuming to the extent not used for any other purpose, (B) Net Insurance/Condemnation Proceeds that such Indebtedness bears interest are not required to be applied to prepay Loans and to the extent not used for any other purpose, (C) proceeds of equity not required to be used to prepay the Loans and to the extent not used for any other purpose and (D) that portion of Consolidated Excess Cash Flow for the fiscal years ended after the Closing Date, if any, not required to be used to prepay or cash collateralize outstanding obligations hereunder or utilized to make Investments or to make Restricted Payments Junior Payments and to the extent not used for any other purpose. The aggregate expenditures made by the Borrower and its Subsidiaries with respect to Permitted Acquisitions during any portion fiscal year or period which expenditures constitute Consolidated Capital Expenditures as defined herein shall for all purposes of the applicable measurement period prior to the relevant acquisition at the weighted average this Agreement be excluded in any determination of the interest rates applicable to outstanding Loans incurred during such periodConsolidated Capital Expenditures under this Section 6.8(d).

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Permit the aggregate amount of the Consolidated Capital ExpendituresExpenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year identified below to exceed $250,000 per Fiscal Year. The amount by which (i) the maximum amount of Consolidated Capital Expenditures permitted for any Fiscal Year, as provided above in this paragraph (d), shall exceed (ii) the actual Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for such Fiscal Year, may be carried over for expenditure solely in the next succeeding Fiscal Year; provided that Capital Expenditures made by the Borrower and the other Subsidiary Loan Parties in any Fiscal Year indicated belowshall be deemed to have been made, first, in an aggregate amount for Holdings and its Subsidiaries in excess respect of the corresponding amount set forth below opposite maximum amounts permitted for such Fiscal Year; provided, such amount as provided in the table above, and, second, in respect of the amounts carried over from the prior Fiscal Year pursuant to the foregoing provisions of this sentence. For purposes of this paragraph (d), the Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year shall be increased by an amount equal not include: (A) any Capital Expenditures made in such Fiscal Year with the proceeds from the issue of any Permitted Equity Interests of the Parent Company; (B) expenditures made in such period in connection with the replacement, substitution or restoration of assets (1) if and to the excessextent financed from insurance proceeds received on account of any loss of or damage to the assets being replaced or restored, or (2) with awards of compensation arising from the taking or the threat of taking by eminent domain or condemnation of the assets being replaced; (C) the purchase price of equipment that is purchased in such period simultaneously with the trade-in of existing equipment, but only if any, (but in no event more than $1,000,000) and to the extent that the gross amount of such amount purchase price is reduced by the credit granted by the seller of such equipment for the previous Fiscal Year equipment being traded in at such time; or (as adjusted D) the purchase of plant, property and equipment made in accordance with this proviso) over such period and within 365 days of any Disposition, but only up to the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning proceeds of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period)Disposition.

Maximum Consolidated Capital Expenditures. Holdings The Borrower shall not, and it shall not permit its Subsidiaries the other Loan Parties to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated belowYear, in an aggregate amount for Holdings the Borrower and its Subsidiaries the other Loan Parties, in excess of the corresponding correlative amount set forth below opposite on Schedule 6.08. Notwithstanding the foregoing, (i) the applicable amounts on Schedule 6.08 shall be increased from time to time by the Permitted Equity Contribution Amount or proceeds of Subordinated Indebtedness for application to Consolidated Capital Expenditures (other than proceeds of Specified Equity Contributions, proceeds otherwise applied to the repayment of Indebtedness, payments required by the Completion Guaranty (as defined in the Term Loan Agreement), payments made in accordance with either Disbursement Agreement or payments of Project Costs) but only to the extent such proceeds are contributed and/or extended and so applied for Consolidated Capital Expenditures during the relevant Fiscal Year; provided, (ii) if any amount referred to in the table on Schedule 6.08 expended hereunder is not expended in the Fiscal Year for which it is permitted, 75% of any such amount non-expended amounts (the “Carryover Amount”) may be carried over for expenditure in the next succeeding Fiscal Year (with amounts expended in any Fiscal Year applied first against the Carryover Amount (if any), second against amounts set forth on Schedule 6.08 in respect of such Fiscal Year and third against the Additional Capital Expenditures Amount), (iii) payments made with the Net Cash Proceeds of Asset Sales and Recovery Events (in each case, without giving effect to the provisos contained in the definition thereof) in accordance with the 122 definition of Net Cash Proceeds and contemporaneous exchanges or trade-ins of equipment or inventory (to the extent of the fair market value of any such exchanged or traded-in equipment or inventory), shall in each case not be increased by considered Consolidated Capital Expenditures for purposes of this Section 6.08(c), (iv) an additional amount equal to the excess, if anyaggregate fair market value (as determined by the Borrower in good faith) of Property (other than Cash or Cash Equivalents) received by the Borrower after the Full Opening Date as equity capital contributions (the “Additional Capital Expenditures Amount”) shall be available to make Consolidated Capital Expenditures, (but v) without duplication of preceding clause (iii), Consolidated Capital Expenditures made in no event more than $1,000,000) repair, replacement or restoration as a result of a Recovery Event in aggregate amount not to exceed the deductible under the insurance policy pursuant to which the Borrower has received Net Cash Proceeds in respect of such amount for the previous Fiscal Year (as adjusted Recovery Event, shall in accordance with this proviso) over the actual amount of each case not be considered Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"purposes of this Section 6.08(c), (vi) expenditures made with the Available Amount shall not be considered Capital Expenditures for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 6.08(c), and (but vii) Golf Course Expenditures (as defined in the Term Loan Agreement) in an amount not to exceed $25,000,000 shall not be considered Consolidated Capital Expenditures for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such periodthis Section 6.08(c).

Maximum Consolidated Capital Expenditures. Holdings The Lead 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 Holdings the Lead Borrower and its Subsidiaries in excess of the corresponding amount (“Maximum Consolidated Capital Expenditures”) set forth below opposite such Fiscal Year; Year (exclusive of Capital Expenditures paid with Net Asset Sale Proceeds or with Net Insurance/Condemnation Proceeds): 2013 $42,000,000.00 2014 $42,000,000.00 2015 $42,000,000.00 2016 $42,000,000.00 2017 $42,000,000.00 2018 $42,000,000.00 provided, such amount that the Maximum Consolidated Capital Expenditures for any Fiscal Year shall be increased by (i) an amount equal to the excess, if any, (but portion of Maximum Consolidated Capital Expenditures not expended in no event more than $1,000,000) of such amount for the previous immediately preceding Fiscal Year (as adjusted the “Roll-Over Amount”); provided, further, that any Roll-Over Amount not expended in accordance with this proviso) over the actual applicable Fiscal Year shall not be added to the amount of Maximum Consolidated Capital Expenditures for the immediately succeeding Fiscal Year. In the event that the Lead Borrower and its Subsidiaries have made Consolidated Capital Expenditures in any Fiscal Year in an aggregate amount equal to the Maximum Consolidated Capital Expenditures for such previous Fiscal Year (as such amount may be increased by any applicable Roll-Over Amount), the Lead Borrower and its Subsidiaries may utilize up to 100% of the applicable Maximum Consolidated Capital Expenditures for the immediately succeeding Fiscal Year to make additional Consolidated Capital Expenditures in the then current Fiscal Year (and with the amount so utilized to reduce the Maximum Consolidated Capital Expenditures in such immediately succeeding Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations). With respect In addition to any period during which a Permitted Acquisition or an Asset Sale has occurred (eachthe foregoing, a “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth Lead Borrower or its applicable Subsidiaries may make additional Consolidated Capital Expenditures in this Section 6.8 (but an aggregate amount for all such Persons not for purposes to exceed $10,000,000 as a result of determining the Applicable Margin) replacement of the non-equipment operating leases in effect on the Closing Date with respect to their facilities in Youngsville, North Carolina and Geelong, Australia with Capital Leases and (ii) clause “vii” of so long as the definition of Permitted AcquisitionApplicable Conditions are satisfied, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings Lead Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period)may make additional Consolidated Capital Expenditures.

Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Permit the aggregate amount of the Consolidated Capital ExpendituresExpenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year to exceed $250,000 per Fiscal Year. The amount by which (i) the maximum amount of Consolidated Capital Expenditures permitted for any Fiscal Year, as provided above in this paragraph (d), shall exceed (ii) the actual Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for such Fiscal Year, may be carried over for expenditure solely in the next succeeding Fiscal Year; provided that Capital Expenditures made by the Borrower and the other Subsidiary Loan Parties in any Fiscal Year indicated belowshall be deemed to have been made, first, in an aggregate amount for Holdings and its Subsidiaries in excess respect of the corresponding amount set forth below opposite maximum amounts permitted for such Fiscal Year; provided, such amount as provided in the table above, and, second, in respect of the amounts carried over from the prior Fiscal Year pursuant to the foregoing provisions of this sentence. For purposes of this paragraph (d), the Consolidated Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for any Fiscal Year shall be increased by an amount equal not include: (A) any Capital Expenditures made in such Fiscal Year with the proceeds from the issue of any Permitted Equity Interests of the Parent Company; (B) expenditures made in such period in connection with the replacement, substitution or restoration of assets (1) if and to the excessextent financed from insurance proceeds received on account of any loss of or damage to the assets being replaced or restored, or (2) with awards of compensation arising from the taking or the threat of taking by eminent domain or condemnation of the assets being replaced; (C) the purchase price of equipment that is purchased in such period simultaneously with the trade-in of existing equipment, but only if any, (but in no event more than $1,000,000) and to the extent that the gross amount of such amount purchase price is reduced by the credit granted by the seller of such equipment for the previous Fiscal Year equipment being traded in at such time; or (as adjusted D) the purchase of plant, property and equipment made in accordance with this proviso) over such period and within 365 days of any Disposition, but only up to the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning proceeds of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period)Disposition.

Maximum Consolidated Capital Expenditures. Holdings The Borrower shall not, and it shall not permit its Subsidiaries the other Loan Parties to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated belowYear, in an aggregate amount for Holdings the Borrower and its Subsidiaries the other Loan Parties, in excess of the corresponding correlative amount set forth below opposite on Schedule 6.08. Notwithstanding the foregoing, (i) the applicable amounts on Schedule 6.08 shall be increased from time to time by the Permitted Equity Contribution Amount or proceeds of Subordinated Indebtedness for application to Consolidated Capital Expenditures (other than proceeds of Specified Equity Contributions, proceeds otherwise applied to the repayment of Indebtedness, payments required by the Completion Guaranty, payments made in accordance with either Disbursement Agreement or payments of Project Costs) but only to the extent such proceeds are contributed and/or extended and so applied for Consolidated Capital Expenditures during the relevant Fiscal Year; provided, (ii) if any amount referred to in the table on Schedule 6.08 expended hereunder is not expended in the Fiscal Year for which it is permitted, 75% of any such amount non-expended amounts (the “Carryover Amount”) may be carried over for expenditure in the next succeeding Fiscal Year (with amounts expended in any Fiscal Year applied first against the Carryover Amount (if any), second against amounts set forth on Schedule 6.08 in respect of such Fiscal Year and third against the Additional Capital Expenditures Amount), (iii) payments made with the Net Cash Proceeds of Asset Sales and Recovery Events (in each case, without giving effect to the provisos contained in the definition thereof) in accordance with the definition of Net Cash Proceeds and contemporaneous exchanges or trade-ins of equipment or inventory (to the extent of the fair market value of any such exchanged or traded-in equipment or inventory), shall in each case not be increased by considered Consolidated Capital Expenditures for purposes of this Section 6.08(c), (iv) an additional amount equal to the excess, if anyaggregate fair market value (as determined by the Borrower in good faith) of Property (other than Cash or Cash Equivalents) received by the Borrower after the Full Opening Date as equity capital contributions (the “Additional Capital Expenditures Amount”) shall be available to make Consolidated Capital Expenditures, (but v) without duplication of preceding clause (iii), Consolidated Capital Expenditures made in no event more than $1,000,000) repair, replacement or restoration as a result of a Recovery Event in aggregate amount not to exceed the deductible under the insurance policy pursuant to which the Borrower has received Net Cash Proceeds in respect of such amount for the previous Fiscal Year (as adjusted Recovery Event, shall in accordance with this proviso) over the actual amount of each case not be considered Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 20,000,000 2006 $ 20,000,000 2007 $ 20,000,000 2008 $ 20,000,000 2009 $ 11,000,000 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction"purposes of this Section 6.08(c), (vi) expenditures made with the Available Amount shall not be considered Capital Expenditures for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.8 6.08(c), and (but vii) Golf Course Expenditures in an amount not to exceed $25,000,000 shall not be considered Consolidated Capital Expenditures for purposes of determining the Applicable Margin) and (ii) clause “vii” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such periodthis Section 6.08(c).