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, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; 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 $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

Maximum Consolidated Capital Expenditures. Holdings Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearQuarter and Fiscal Year indicated below, in an aggregate amount for Holdings Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Quarter or Fiscal Year, as applicable: For the Fiscal Year ending March 31, 2015 $125,000,000; 12,000,000 For the Fiscal Quarter ending June 30, 2015 $3,300,000 For the Fiscal Quarter ending September 31, 2015 $5,170,000 For the Fiscal Quarter ending December 31, 2015 $770,000 For the Fiscal Quarter ending March 31, 2016 $660,000 For the Fiscal Year ending March 31, 2017 $12,000,000 For the Fiscal Year ending March 31, 2018 $12,000,000 For the Fiscal Year ending March 31, 2019 $13,000,000 provided, such that to the extent that the amount for of Consolidated Capital Expenditures made in any Fiscal Year shall be increased by an is less than the maximum amount equal to the excess, if any (but in no event more than $62,500,000), of permitted above during such amount for the immediately preceding Fiscal Year (with without giving effect to any additional amount available as a result of this proviso), (i) up to fifty percent (50.0%) of such difference may be carried forward and used in the above scheduled amount for any immediately succeeding Fiscal Year being used prior to (but not any amount carried over from the preceding subsequent Fiscal Year), and (ii) over in such immediately succeeding Fiscal Year, Consolidated Capital Expenditures shall be applied, first, to the actual permissible amount of Consolidated Capital Expenditures for such previous Fiscal Year, and, second, to the portion so carried forward; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior that to the making of such Consolidated Capital Expenditures (but extent that the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in Quarter during any Fiscal Year andis less than the maximum amount permitted above during such Fiscal Quarter, if consummated, the SDI Acquisition up to one hundred percent (100%) of such difference may be carried forward to subsequent Fiscal Quarters and used in the same Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% Year. (p) Section 8.1 of the quotient obtained Credit Agreement is hereby amended by dividing amending and restating clause (Ac) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition thereof in its entirety as determined by the financial statements for such acquired Person or business by (B) three (3).follows:

Maximum Consolidated Capital Expenditures. Holdings NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter: 3rd Fiscal Quarter 2009 $ 125,000,000 4th Fiscal Quarter 2009 $ 125,000,000 1st Fiscal Quarter 2010 $ 125,000,000 Thereafter NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal YearYear indicated below, in an aggregate amount for Holdings NewPageHoldCo and its Subsidiaries in excess of $125,000,000the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to that (x) if the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual aggregate amount of Consolidated Capital Expenditures for any such previous Fiscal Year; providedYear indicated below shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries then such shortfall may also make Consolidated Capital Expenditures in an amount not be added to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from permitted for the Cumulative Growth Amount 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 not exceed 50% first be deemed to be from the amount allocated to such year before any carryover: 2010 and each Fiscal Year thereafter $ 250,000,000 Commencing with the 2nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the above scheduled amount end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures that would have otherwise been permitted to made in during such Fiscal Year pursuant Quarter in addition to those otherwise permitted by this Section 6.7(c6.8(e)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% .” F. Section 6.8 of the quotient obtained by dividing (ACredit Agreement is hereby amended to add the following new Section 6.8(h) at the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).end thereof:

Maximum Consolidated Capital Expenditures. Holdings Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any twelve month period ending on the last day of any Fiscal YearQuarter indicated below, in an aggregate amount for Holdings Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Quarter: March 31, 2012, and each Fiscal Quarter thereafter $125,000,000; 20,000,000 for the twelve month period ending on the last day of such Fiscal Quarter provided, such further, that the amount for of Capital Expenditures permitted to be made in any Fiscal Year shall twelve month period may be increased by an as follows: if the amount equal of the Capital Expenditures permitted to the excess, if be made in any (but in no event more twelve month period is greater than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated the Capital Expenditures actually made during such twelve month period (the amount by which such permitted Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated twelve month period exceeds the actual amount of Capital Expenditures in an amount not for such twelve month period, the “Excess Amount”), then up to exceed $2,000,000 of such Excess Amount (such amount, the Cumulative Growth Amount immediately prior “Carry-Over Amount”) may be carried forward to the making of such Consolidated Capital Expenditures next succeeding twelve month period (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made “Succeeding TTM Period”) and used in such Fiscal Year pursuant Succeeding TTM Period; provided that the Carry-Over Amount applicable to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall a particular Succeeding TTM Period may not be increased by an amount equal carried forward to 110% of the quotient obtained by dividing (A) the amount of Consolidated another twelve month period. Capital Expenditures made by Company and its Subsidiaries in any twelve month period shall be deemed to reduce first, the acquired Person or business amount set forth in the table above for such twelve month period and second, the Carry-Over Amount for the thirty-six applicable twelve month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)period.

Maximum Consolidated Capital Expenditures. Holdings Borrower shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital ExpendituresExpenditures (excluding normal replacements and maintenance that are properly charged to current operations), in any Fiscal YearYear indicated below, in an aggregate amount for Holdings Borrower and its Subsidiaries in excess of $125,000,000; provided, the corresponding amount set forth below (as adjusted in accordance with the following proviso) opposite such Fiscal Year: 2011 $ 11,000,000 2012 and each Fiscal Year thereafter $ 9,000,000 The amount set forth above for each Fiscal Year is the “Base Amount”. The Base Amount for any Fiscal Year shall be increased by an amount equal to (i) 50% of the excess, if any, of the Base Amount for the immediately preceding Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures of the type limited by this Section 6.7(c) for such previous Fiscal Year (the “Carry Forward Amount”) and (ii) any amounts allowed to be made or incurred for Consolidated Capital Expenditures in the immediately subsequent Fiscal Year (as set forth below), if any (but in no event more than $62,500,0001,000,000) (the “Carry Back Amount”), of ; provided that any amounts so made or incurred in such amount for the immediately preceding Fiscal Year in reliance on this clause (with ii) shall result in a corresponding reduction (on a dollar-for-dollar basis) in the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount Base Amount of Consolidated Capital Expenditures for allowed to be made or incurred in such previous immediately subsequent Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make . Consolidated Capital Expenditures in an amount not as permitted above shall be deemed to exceed the Cumulative Growth reduce first, any Carry Back Amount immediately prior to the making of such Consolidated Capital Expenditures (but if any); second, the amount of Consolidated Capital Expenditures made from set forth in the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c))chart above; and providedthird, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3)Carry Forward Amount.