EXHIBIT
10.1


FIRST LOAN MODIFICATION AGREEMENT


This First Loan Modification Agreement (this “Loan
Modification Agreement”) is entered into as of February 26, 2007, by and
between SILICON VALLEY BANK, a
California corporation, with its principal place of business at
3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462 (“Bank”) and CALIPER LIFE SCIENCES, INC., a Delaware
corporation (“Caliper”), NOVASCREEN
BIOSCIENCES CORPORATION, a Delaware corporation (“Novascreen”), XENOGEN CORPORATION, a Delaware corporation
(“Xenogen”), and XENOGEN BIOSCIENCES
CORPORATION, an Ohio corporation (“Xenogen Biosciences”), each with
its chief executive office at 68 Elm Street, Hopkinton, Massachusetts 01748
(jointly, severally, individually and collectively, “Borrower”).


1.             DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.
Among other indebtedness and obligations which may be owing by Borrower to
Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of
August 9, 2006, evidenced by, among other documents, a certain Loan and
Security Agreement dated as of August 9, 2006, among Caliper, Novascreen and
Bank, as amended by that certain Joinder Agreement dated as of September 28,
2006, between Borrower and Bank, which, among other things, added Xenogen and
Xenogen Biosciences as co-borrowers under the Loan and Security Agreement (as
amended, the “Loan Agreement”). 
Capitalized terms used but not otherwise defined herein shall have the
same meaning as in the Loan Agreement.


2.             DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by
the Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the “Security Documents”).  Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations shall be
referred to as the “Existing Loan Documents”.


3.               DESCRIPTION OF CHANGE IN TERMS.


A.                                   Modifications
to Loan Agreement.


1.                                       The
Loan Agreement shall be amended by deleting the following text appearing in
Section 2.3 thereof, entitled “Payment of Interest on Credit Extensions”:


“(a)         Interest Rate.  Subject to Section 2.3(b), the principal
amount outstanding under the Revolving Line shall accrue interest at a floating
per annum rate equal to: (x) if Borrower’s Unrestricted Cash is equal to or
greater than Twenty Million Dollars ($20,000,000.00), the Prime Rate, or (y) if
Borrower’ Unrestricted Cash is less than Twenty Million Dollars
($20,000,000.00), one-half of one percentage point (.50%) above the Prime Rate,
which interest shall be payable monthly in accordance with Section 2.3(f)
below.   Any changes to the applicable
interest rate due as set forth in (x) or (y) above, shall be effective on the
first day of the month following such event.”


and inserting in lieu
thereof the following:


“(a)         Interest Rate.  Subject to Section 2.3(b), the principal
amount outstanding under the Revolving Line shall accrue interest at a floating
per annum rate equal to: (x) if Borrower’s Unrestricted Cash is equal to or
greater than Twenty Million Dollars ($20,000,000.00), the Prime Rate, or (y) if
Borrower’s Unrestricted Cash is less than Twenty Million Dollars ($20,000,000.00),
one-half of one percentage point (0.50%) above the Prime Rate, which interest
shall be payable monthly in accordance with Section 2.3(f) 













 


below.  Any changes to the applicable interest rate
due as set forth in (x) or (y) above, shall be effective on the first day of
the month following such event. Notwithstanding the foregoing, during the month
ending January 31, 2007, the principal amount outstanding under the Revolving
Line shall accrue interest at a floating per annum rate equal to the Prime
Rate, which interest shall be payable monthly in accordance with Section 2.3(f)
below.”


2.                                       The
Loan Agreement shall be amended by deleting the following text appearing in
Section 6.2 thereof, entitled “Financial Statements, Reports, Certificates”:


“(b)         Within thirty (30) days after the last
day of each month in which the Borrower’s Unrestricted Cash is less than Twenty
Million Dollars ($20,000,000.00), and Advances are outstanding or an Advance
request has been made, deliver to Bank a duly completed Borrowing Base
Certificate signed by a Responsible Officer, with aged listings of accounts
receivable (by invoice date).”


and inserting in lieu
thereof the following:


“(b)         Within thirty (30) days after the last
day of each month (except for the month ending December 31, 2006) in which the
Borrower’s Unrestricted Cash is less than Twenty Million Dollars
($20,000,000.00), and Advances are outstanding or an Advance request has been
made, deliver to Bank a duly completed Borrowing Base Certificate signed by a
Responsible Officer, with aged listings of accounts receivable (by invoice
date).”


3.                                       The
Loan Agreement shall be amended by deleting the following Section 6.7 thereof,
entitled “Financial Covenants”:


“6.7        Financial
Covenants.


Borrower shall maintain
at all times, to be tested as of the last day of each quarter:


(a)             Adjusted Quick Ratio.  A ratio of Quick Assets to Quick Liabilities
of at least 1.25  to 1.0; and


(b)           Minimum EBITDA-Cap Ex.  Borrower’s EBITDA minus its capital
expenditures, (“EBITDA-Cap Ex”) for the two (2) quarter period ending with each
quarter, shall be in an amount equal to: (i) losses not greater than (x) Seven
Million Dollars ($7,000,000.00) for the quarter ending September 30, 2006; (y)
Six Million Dollars ($6,000,000.00) for the quarters ending December 31, 2006,
March 31, 2007, and June 30, 2007; and (z) Three Million Dollars
($3,000,000.00) for the quarter ending September 30, 2007; and (ii) at least
Zero Dollars ($0.00) for the quarter ending December 31, 2007, and as of the
last day of each quarter thereafter.”


and inserting in lieu
thereof the following:


“6.7        Financial
Covenants.


Borrower shall maintain
at all times, to be tested as of the last day of each quarter:













 


(a)             Adjusted Quick Ratio.  (i) prior to and including the quarter ended,
December 31, 2006, a ratio of Quick Assets to Quick Liabilities of at least
1.25  to 1.0; and (ii) commencing
with the quarter ending March 31, 2007, a ratio of Quick Assets to Quick
Liabilities of at least 1.10  to
1.0; and


(b)           Minimum EBITDA-Cap Ex.  Borrower’s EBITDA minus its capital
expenditures, (“EBITDA-Cap Ex”) for the two (2) quarter period ending with each
quarter, shall be in an amount equal to: (i) losses not greater than (A) Seven
Million Dollars ($7,000,000.00) for the quarter ending September 30, 2006; (B)
Eight Million Dollars ($8,000,000.00) for the quarter ending December 31, 2006;
(C) Eight Million Dollars ($8,000,000.00) for the quarter ending March 31,
2007, (D) Seven Million Dollars ($7,000,000.00) for the quarter ending June 30,
2007; and (E) Four Million Dollars ($4,000,000.00) for the quarter ending
September 30, 2007; and (ii) at least Zero Dollars ($0.00) for the quarter
ending December 31, 2007, and as of the last day of each quarter thereafter.”


4.                                       The
Loan Agreement shall be amended by deleting the following definition appearing
in Section 13.1 thereof:


““Quick Assets” is, on any date, all cash and
Cash Equivalents and Marketable Securities as shown on Borrower’s consolidated
financial statements as of such date prepared in accordance with GAAP, plus net
billed accounts receivable, excluding any cash or Cash Equivalents and
Marketable Securities that are restricted or are pledged to any Person other
than Bank or any of Bank’s Affiliates.”


and inserting in lieu
thereof the following:


““Quick Assets” is, on any date, all cash and
Cash Equivalents and Marketable Securities as shown on Borrower’s consolidated
financial statements as of such date prepared in accordance with GAAP, plus net
billed accounts receivable and Unbilled Accounts, excluding any cash or Cash
Equivalents and Marketable Securities that are restricted or are pledged to any
Person other than Bank or any of Bank’s Affiliates.”


5.                                       The
Loan Agreement shall be amended by inserting the following definition, in
alphabetical order, in Section 13.1 thereof:


““Unbilled Account” is the estimated face
value amount (as reasonably determined by Borrower based upon the best
information available to Borrower) of an invoice for an Account pursuant to
services performed by Borrower, which invoice will be generated (but has not
yet been generated) within thirty (30) days of the last day of the month in
which such services were performed, net of any offsets.”


6.                                       The
Compliance Certificate appearing as Exhibit D to the Loan Agreement is
hereby replaced with the Compliance Certificate attached as Exhibit A
hereto.


4.             FEES. 
Borrower shall pay to Bank a modification fee equal to $20,000.00, which
fee shall be due on the date hereof and shall be deemed fully earned as of the
date hereof.  Borrower shall also
reimburse Bank for all legal fees and expenses incurred in connection with this
amendment to the Existing Loan Documents.


5.             RATIFICATION OF PERFECTION CERTIFICATE.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in a certain
Perfection Certificate dated as of October 25, 2006 













 


between Borrower and
Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.


6.             AUTHORIZATION TO FILE.  Borrower hereby authorizes Bank to file UCC
financing statements without notice to Borrower, with all appropriate
jurisdictions, as Bank deems appropriate, in order to further perfect or protect
Bank’s interest in the Collateral, including a notice that any disposition of
the Collateral, by either the Borrower or any other Person, shall be deemed to
violate the rights of the Bank under the Code.


7.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.


8.             RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.


9.             NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.


10.           CONTINUING VALIDITY.  Borrower understands and agrees that in
modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan
Documents.  Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the
existing Obligations pursuant to this 
Loan Modification Agreement in no way shall obligate Bank to make any
future modifications to the Obligations. 
Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Obligations.  It is
the intention of Bank and Borrower to retain as liable parties all makers of
Existing Loan Documents, unless the party is expressly released by Bank in
writing.  No maker will be released by
virtue of this Loan Modification Agreement.


11.           JURISDICTION/VENUE.  Borrower accepts for itself and in connection
with its properties, unconditionally, the exclusive jurisdiction of any state
or federal court of competent jurisdiction in the Commonwealth of Massachusetts
in any action, suit, or proceeding of any kind against it which arises out of
or by reason of this Loan Modification Agreement; provided, however, that if
for any reason Bank cannot avail itself of the courts of the Commonwealth of
Massachusetts, then venue shall lie in Santa Clara County, California.  NOTWITHSTANDING THE FOREGOING,  THE BANK SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THE
BORROWER OR ITS PROPERTY.


12.           COUNTERSIGNATURE.  This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank.


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remainder of this page is intentionally left blank]













 


This Loan Modification
Agreement is executed as a sealed instrument under the laws of the Commonwealth
of Massachusetts as of the date first written above.


	
  BORROWER:

  	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
  CALIPER
  LIFE SCIENCES, INC.

  	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter F.
  McAree

  	
   

  	
  By:

  	
   /s/ Clark
  Hayes

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   Peter F. McAree

  	
   

  	
  Name:

  	
  Clark Hayes

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP, Finance

  	
   

  	
  Title:

  	
  Relationship Manager

  
	
   

  	
   

  	
   

  
	
  NOVASCREEN
  BIOSCIENCES CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter F.
  McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Peter F. McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP &
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  XENOGEN
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter F.
  McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Peter F. McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP &
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  XENOGEN
  BIOSCIENCES CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter F.
  McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Peter F. McAree

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP &
  Treasurer

  	
   

  	
   

  
											



 


















EXHIBIT A

COMPLIANCE CERTIFICATE


	
  TO:

  	
   

  	
  SILICON VALLEY BANK

  	
   

  	
  Date:

  	
   

  
	
  FROM:

  	
   

  	
  CALIPER LIFE SCIENCES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  NOVASCREEN BIOSCIENCES CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
  XENOGEN CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
  XENOGEN BIOSCIENCES CORPORATION

  	
   

  	
   

  



 


The undersigned authorized officers of Caliper Life
Sciences, Inc., NovaScreen Biosciences Corporation, XenogenCorporation, and
Xenogen Biosciences Corporation (individually and collectively, “Borrower”)
certify that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (1) Borrower is in complete
compliance for the period ending _______________ with all required covenants
except as noted below, (2) there are no Events of Default, (3) all
representations and warranties in the Agreement are true and correct in all
material respects on this date except as noted below; provided, however, that
such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and
Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no
Liens have been levied or claims made against Borrower relating to unpaid
employee payroll or benefits of which Borrower has not previously provided
written notification to Bank.  Attached
are the required documents supporting the certification.  The undersigned certifies that these are
prepared in accordance with GAAP consistently applied from one period to the
next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no
borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is
delivered.  Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the
Agreement.


Please indicate compliance status
by circling Yes/No under “Complies” column.


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quarterly financial statements with Compliance Certficate

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes   No

  
	
  Annual financial statement (CPA Audited)

  	
   

  	
  FYE within 120 days

  	
   

  	
  Yes   No

  
	
  Board Approved Projections

  	
   

  	
  Annually, as revised

  	
   

  	
  Yes   No

  
	
  Audit

  	
   

  	
  Annually

  	
   

  	
  Yes   No

  
	
  Borrowing Base Certificate & A/R Agings

  	
   

  	
  Monthly within 30 days (when

  Unrestricted Cash < $20,000,000.00 and

  months in which Credit Extensions

  requested or outstanding)

  	
   

  	
  Yes   No

  
	
  Cash Report

  	
   

  	
  Monthly within 15 days

  	
   

  	
  Yes   No

  



 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain at all times
  (tested quarterly):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Adjusted Quick
  Ratio

  	
   

  	
  1.25:1.0
  thru 12/31/06

  	
   

  	
            :1.0

  	
   

  	
  Yes   No

  	
   

  
	
   

  	
   

  	
  1.10:1.0
  thereafter

  	
   

  	
            :1.0

  	
   

  	
  Yes   No

  	
   

  
	
  Minimum EBITDA-Cap Ex

  	
   

  	
  $             *

  	
   

  	
  $                 

  	
   

  	
  Yes   No

  	
   

  



 






*                    As
set forth in Section 6.7(b) of the Agreement.













 


The following financial
covenant analyses and information set forth in Schedule 1 attached hereto are
true and accurate as of the date of this Certificate.


The following are the
exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions
to note.”)


	
  

  
	
   

  
	
   

  



 


	
  Caliper Life Sciences, Inc.

  	
   

  	
  BANK USE ONLY

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Received by:

  	
   

  
	
  Name:

  	
   

  	
   

  	
                                      AUTHORIZED
  SIGNER

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  NovaScreen Biosciences Corporation

  	
   

  	
  Verified:

  	
   

  
	
   

  	
   

  	
                                      AUTHORIZED
  SIGNER

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Compliance Status:       Yes   No

  
	
   

  	
   

  	
   

  
	
  Xenogen Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Xenogen Biosciences Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 


















 


Schedule
1 to Compliance Certificate


Financial
Covenants of Borrower


Dated:    ____________________


In the event of a conflict between this Schedule and
the Loan Agreement, the terms of the Loan Agreement shall control.


I.              ADJUSTED QUICK RATIO


	
  A.

  	
   

  	
  Aggregate value of the Unrestricted Cash and Cash
  Equivalents and Marketable Securities of Borrower

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Aggregate value of the net billed accounts
  receivable and Unbilled Accounts of Borrower

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Quick Assets (the sum of lines A and B)

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Aggregate value of Obligations to Bank

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Aggregate value of liabilities of Borrower
  (including all Indebtedness) that matures within one (1) year and current
  portion of Subordinated Debt permitted by Bank to be paid by Borrower

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Aggregate value of (i) Deferred Revenue, (ii) real
  estate related restructuring expenses, and customer deposits)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Quick Liabilities (the sum of lines D, E minus F)

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Adjusted Quick Ratio (line C divided by line G)

  	
   

  	
    ______

  



 


Through 12/31/06, is line G equal to or greater than
1.25:1:00?

Thereafter, is line G equal to or greater than 1.10:1:00?


	
  o  No,
  not in compliance

  	
   

  	
  o  Yes,
  in compliance

  



 


II.            MINIMUM  EBITDA
minus CAP-EX


Required:


	
  A.

  	
   

  	
  Net Income

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Interest Expense

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  To the extent included in the determination of Net
  Income:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.  Depreciation expense

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.  Amortization expense

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.  Non-cash stock-based compensation
  expense

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  income tax expense

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Acquisition Event related expenses (for the quarter
  in which the Acquisition Event occurs through the quarter ending June 30,
  2007)

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 













 


	
  F.

  	
   

  	
  EBITDA (line A, plus line B, plus line C.1, plus
  line C.2, plus line C.3, plus line D, and plus line E)

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  capital expenditures

  	
   

  	
  $______

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  EBIDTA minus CAP EX (line F minus line G)

  	
   

  	
  $______

  



 


	
  Is line H equal to or greater than:

  	
   

  	
  (a) 

  	
  ($7,000,000) for the two-quarter period ending
  9/30/06

  
	
   

  	
   

  	
  (b) 

  	
  ($8,000,000) for the two-quarter period ending
  12/31/06

  
	
   

  	
   

  	
  (c) 

  	
  ($8,000,000) for the two-quarter period ending
  3/31/07

  
	
   

  	
   

  	
  (d) 

  	
  ($7,000,000) for the two-quarter period ending
  6/30/07

  
	
   

  	
   

  	
  (e) 

  	
  ($4,000,000) for the two-quarter period ending
  9/30/07

  
	
   

  	
   

  	
  (f) 

  	
  $0.00 for the two-quarter period ending 12/31/07 and
  for the two-quarter periods ending as of the last day of each quarter
  thereafter?

  



 


	
  o  No,
  not in compliance

  	
   

  	
  o  Yes,
  in compliance