Amendment to Forecasted Capital Expenditures Amount. Subject to and effective upon the 15th day following the date on which the [Section 203] Approval becomes a Final Order (the “Forecast Amendment Date”), [Appendix III] of the SPA is hereby amended as follows:

Capital Expenditures. Incur or make any Capital Expenditures, except:

“Cash Flow” means the sum of # net income after tax, dividends and distributions, plus # depreciation expense and amortization, plus # Interest Expense, plus # non-cash expenses and minus # non-cash income, all determined in accordance with G.A.A.P.

Capital Expenditures. ​ shall not, and shall not permit any of its Subsidiaries to, incur Capital Expenditures during any fiscal year in an aggregate amount for ​ and its Subsidiaries in excess of the CapEx Cap Amount with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect to any fiscal year, $150,000,000; provided, that such amount shall be increased by an amount equal to the excess, if any (but in no event more than $75,000,000), of the CapEx Cap Amount for the previous fiscal year (as calculated without giving effect to this proviso) over the actual amount of Capital Expenditures incurred by ​ and its Subsidiaries during such previous fiscal year.

Notwithstanding anything to the contrary contained in the SPA, solely with respect to the period beginning on the Forecast Amendment Date and ending as of the Reference Time, the Capital Expenditures Amount shall not include any capital expenditure amounts with respect to such period in excess of the Forecasted Capital Expenditures Amount (after giving effect to the amendments to [Appendix III] set forth in Sections 7(a) and 7(b) of this Amendment) with respect to such period; provided, however, that the Capital Expenditures Amount with respect to such period shall include any capital expenditure amounts that exceed (solely to the extent of such excess) the Forecasted Capital Expenditures Amount (as in effect prior to the amendments to [Appendix III] set forth in Sections 7(a) and 7(b) of this Amendment) with respect to such period.

“Closing Payment Amount” shall mean the Base Purchase Price plus (a) the amount of the Estimated Closing Cash plus (b) the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital minus (c) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital minus (d) the amount of the Estimated Closing Indebtedness plus (e) the amount, if any, by which the Estimated Capital Expenditures Amount exceeds the Forecasted Capital Expenditures Amount minus (f) the amount, if any, by which the Estimated Capital Expenditures Amount is less than the Forecasted Capital Expenditures Amount minus (g) the amount of the Estimated Transaction Expenses (the amounts described in [(a) through (g)] the “Closing Payment Adjustment” ).

Appendix #: Forecasted Capital Expenditures Amount1

Maximum Capital Expenditures. Permit Capital Expenditures for any fiscal year to be greater than the higher of # $70,000,000 and # 25% of Consolidated EBITDA for such fiscal year.

Unfinanced Capital Expenditures. [[Organization A:Organization]] will not allow the aggregate amount of Unfinanced Capital Expenditures of the Loan Parties to exceed $10,000,000 for calendar years 2018 and 2019, and $12,500,000 for any calendar years thereafter.

“Capital Expenditures Amount” shall mean the total amount of all capital expenditures (including external and internal capitalized costs) both paid or payable (and if payable, reflected in Net Working