EXHIBIT 10.1


 


THIRD LOAN MODIFICATION AGREEMENT


 


This Third Loan
Modification Agreement (this “Loan Modification
Agreement”) is entered into as of the Third Loan Modification
Effective Date 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 (i) SATCON TECHNOLOGY CORPORATION, a
Delaware corporation; SATCON POWER SYSTEMS, INC.,
a Delaware corporation; SATCON ELECTRONICS, INC.,
a Delaware corporation; SATCON APPLIED TECHNOLOGY,
INC., a Delaware corporation; each with offices located at 27
Drydock Avenue, Boston, Massachusetts 02210; and (ii) SATCON POWER
SYSTEMS CANADA LTD. (the “Canadian Borrower”),
a corporation organized under the laws of the Province of Ontario, Canada with
offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3
(individually and collectively, jointly and severally, “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 February 20, 2008,
evidenced by, among other documents, a certain Loan and Security Agreement
dated as of February 20, 2008, as amended by that certain First Loan
Modification Agreement, dated as of the First Loan Modification Effective Date
and that certain Second Loan Modification Agreement, dated as of the Second
Loan Modification Effective Date (as amended, the “Loan
Agreement”).  Capitalized
terms used but not otherwise defined herein shall have the same meaning as in
the Loan Agreement.


 


DESCRIPTION OF
COLLATERAL.  Repayment
of the Obligations is secured by the Collateral as described in the Loan
Agreement and a certain Intellectual Property Security Agreement dated as of February 20,
2008, as may be amended from time to time (the “IP Agreement”).


 


2.             Hereinafter, the Loan
Agreement and the IP Agreement, together with all other documents executed in
connection therewith evidencing, securing or otherwise relating to the
Obligations (other than this Loan Modification Agreement) 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 Section 2.4(e) in
its entirety:


 


“(e)         Collateral Monitoring Fee.  During each month in which any Obligations
are outstanding under this Agreement, a monthly collateral monitoring fee of
$750, payable in arrears on the last day of each month (prorated for any
partial month) at the beginning and upon termination of this Agreement; and”


 


and
inserting in lieu thereof the following:


 


“(e)         Collateral
Monitoring Fee.  During each month in
which any Obligations are outstanding under this Agreement, a monthly
collateral monitoring fee of $750, payable in arrears on the last day of each
month (prorated for any partial month) at the beginning and upon termination of
this Agreement; provided, however, such fee shall be waived for


 


1

















 


any month in which Borrower’s unrestricted cash on
deposit at Bank plus unused availability pursuant to the Revolving Line under
this Agreement, as determined by Bank with reference to the Availability Amount
set forth herein, is greater than $10,000,000 at all times during such month;
and”


 


2                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 6.2(a)(i) in
its entirety:


 


“(i) weekly
(monthly, if there are no borrowings under this Agreement or in the event
Borrower maintains or exceeds $12,000,000 in (A) Borrower’s unrestricted
cash on deposit at Bank plus (B) unused availability pursuant to the
Revolving Line under this Agreement, as determined by Bank with reference to
the Availability Amount set forth herein) (twice per month, if there are
borrowings under this Agreement and Borrower maintains between $10,000,000 and
$12,000,000 in (A) unrestricted cash on deposit at Bank plus (B) unused
availability pursuant to the Revolving Line under this Agreement, as determined
by Bank with reference to the Availability Amount set forth herein, and upon
each request for a Credit Extension, a Transaction Report;”


 


and inserting in lieu thereof the following:


 


“(i) twice
per month as of the 15th day and as of the last day of each month
(monthly, in the event Borrower maintains or exceeds $10,000,000 in (A) Borrower’s
unrestricted cash on deposit at Bank plus (B) unused availability pursuant
to the Revolving Line under this Agreement, as determined by Bank with
reference to the Availability Amount set forth herein), and upon each request
for a Credit Extension, a Transaction Report;”


 


3                                          The
Loan Agreement shall be amended by deleting the following Section 6.6
entitled “Access to Collateral; Books and Records” in its entirety:


 


“6.6        Access to Collateral;
Books and Records.  At reasonable
times, on one (1) Business Day’s notice (provided no notice is required if
an Event of Default has occurred and is continuing), Bank, or its agents, shall
have the right to inspect the Collateral and the right to audit and copy
Borrower’s Books.  The foregoing
inspections and audits shall be (i) conducted three times per year or as
conditions warrant in Bank’s discretion, and (ii) at Borrower’s expense,
and the charge therefor shall be $750 per person per day (or such higher amount
as shall represent Bank’s then-current standard charge for the same), plus
reasonable out-of-pocket expenses.  In
the event Borrower and Bank schedule an audit more than ten (10) days in
advance, and Borrower cancels or seeks to reschedules the audit with less than
ten (10) days written notice to Bank, then (without limiting any of Bank’s
rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any
out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated
costs and expenses of the cancellation or rescheduling.”


 


and
inserting in lieu thereof the following:


 


“6.6        Access to Collateral;
Books and Records.  At reasonable
times, on one (1) Business Day’s notice (provided no notice is required if
an Event of Default has occurred and is continuing), Bank, or its agents, shall
have the right to inspect the Collateral and the right to audit and copy
Borrower’s Books.  The foregoing
inspections and audits shall


 


2

















 


be (i) conducted
three times per year or as conditions warrant in Bank’s discretion, and (ii) at
Borrower’s expense, and the charge therefor shall be $850 per person per day
(or such higher amount as shall represent Bank’s then-current standard charge
for the same), plus reasonable out-of-pocket expenses.  In the event Borrower and Bank schedule an
audit more than ten (10) days in advance, and Borrower cancels or seeks to
reschedules the audit with less than ten (10) days written notice to Bank,
then (without limiting any of Bank’s rights or remedies), Borrower shall pay
Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to
compensate Bank for the anticipated costs and expenses of the cancellation or
rescheduling.”


 


4                                          The
Loan Agreement shall be amended by deleting the following Section 6.9
entitled “Financial Covenants” in its entirety:


 


“              6.9          Financial
Covenants.


 


Borrower shall maintain
at all times, to be certified by the Borrower as of the last day of each month, unless otherwise noted, on a consolidated basis with
respect to Borrower and its Subsidiaries:


 


(a)           Liquidity.  Borrower’s (A) unrestricted cash on
deposit at Bank plus (B) unused availability pursuant to the Revolving
Line under this Agreement, as determined by Bank with reference to the
Availability Amount set forth herein, of at least $4,000,000.


 


(b)           Tangible
Net Worth.  A Tangible Net Worth,
tested as of the last day of each fiscal quarter, of at least (i) from the
Second Loan Modification Effective Date through March 31, 2009,
$12,000,000, and (ii) from June 30, 2009, and as of the end of each
fiscal quarter of Borrower thereafter, $12,500,000. The Tangible Net Worth
requirements set forth herein shall  increase by 50% of quarterly Net
Income and 50% of issuances of equity after the Second Loan Modification
Effective Date.”


 


and inserting in lieu
thereof the following:


 


“              6.9          Financial Covenants.


 


Borrower shall maintain
at all times, to be certified by the Borrower as of the last day of each month, unless otherwise noted, on a consolidated basis with
respect to Borrower and its Subsidiaries:


 


(a)           Liquidity.  Borrower’s (A) unrestricted
cash on deposit at Bank plus (B) unused availability pursuant to the
Revolving Line under this Agreement, as determined by Bank with reference to
the Availability Amount set forth herein, of at least $4,000,000.


 


(b)           Tangible Net Worth.  A Tangible Net Worth, tested as of the last
day of each fiscal quarter, of at least (i) as of the quarter ending September 30,
2009, $16,000,000, and (ii) as of the quarter ending December 31,
2009 and as of the end of each fiscal quarter of Borrower thereafter,
$15,000,000. The Tangible Net Worth requirements set forth herein shall  increase by 50%
of quarterly Net Income and 50% of issuances of equity after the Third Loan
Modification Effective Date.”


 


3

















 


5                                          The
Loan Agreement shall be amended by deleting the following definitions appearing
in Section 13.1 thereof, entitled “Definitions”:


 


“              “Borrowing Base” is (a) 80% of Eligible Accounts plus (b) the
lesser of 25% of the value of Borrower’s Eligible Inventory (valued at the
lower of cost or wholesale fair market value) or $1,000,000, as determined by
Bank from Borrower’s most recent Borrowing Base Certificate, provided, however,
that Bank may decrease the foregoing percentages  in
its good faith business judgment based on events, conditions, contingencies, or
risks which, as determined by Bank, may adversely affect Collateral.”


 


“Eligible
Inventory” means, at any time, the aggregate of Borrower’s
Inventory that (a) consists of finished goods or raw materials, in good,
new, and salable condition, which are not perishable, returned, consigned,
obsolete, not sellable, damaged, or defective, and is not comprised of
demonstrative or custom inventory, works in progress, packaging or shipping
materials, or supplies; (b) meet all applicable governmental standards; (c) have
been manufactured in compliance with the Fair Labor Standards Act; (d) are
not subject to any Liens, except the first priority Liens granted or in favor
of Bank under this Agreement or any of the other Loan Documents; (e) are
located at Borrower’s principal place of business, any location noted on the
Borrower’s Perfection Certificate delivered in connection herewith (provided
Bank has received a landlord’s waiver, bailee’s waiver or similar agreement in
form reasonably satisfactory to Bank with respect to such location), or any
location permitted under Section 7.2; and (f) are otherwise
acceptable to Bank in its good faith business judgment.


 


“Prime Rate” is Bank’s most recently announced “prime rate,”
even if it is not Bank’s lowest rate.”


 


and inserting in lieu
thereof the following:


 


“              “Borrowing Base” is 80% of Eligible Accounts, as determined
by Bank from Borrower’s most recent Borrowing Base Certificate, provided,
however, that Bank may decrease the foregoing percentage  in
its good faith business judgment based on events, conditions, contingencies, or
risks which, as determined by Bank, may adversely affect Collateral.


 


“Prime Rate” is the greater of (i) Bank’s most recently
announced “prime rate,” even if it is not Bank’s lowest rate and (ii) four
percent (4.00%) per annum.”


 


The Loan Agreement shall
be amended by inserting the following definitions in the appropriate
alphabetical order in Section 13.1 thereof, entitled “Definitions”:




“              “Third Loan Modification Agreement” means that certain Third
Loan Modification Agreement, dated as of the Third Loan Modification Effective
Date, by and between Borrower and Bank.”


 


“Third Loan Modification Effective Date” is the date noted on
the signature page to the Third Loan Modification Agreement.”


 


4

















 


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


 


4.             FEES.  Borrower shall pay to Bank a modification fee
in the amount of Ten Thousand Dollars ($10,000.00), which fee shall be due and
payable and fully earned as of the date hereof. 
Borrower shall also reimburse Bank for all legal fees and expenses
incurred by Bank in connection with the Existing Loan Documents and this
amendment thereto.


 


5.             RATIFICATION OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower hereby ratifies,
confirms, and reaffirms, all and singular, the terms and conditions of the IP
Agreement and acknowledges, confirms and agrees that the IP Agreement contains
an accurate and complete listing of all Intellectual Property.


 


6.             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 February 20,
2008 between Borrower and Bank, and acknowledges, confirms and agrees the
disclosures Borrower provided to Bank in the Perfection Certificate, as
amended, has not changed.


 


7.             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.


 


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


 


9.             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.


 


10.           NO DEFENSES OF
BORROWER.  Borrower hereby
acknowledges and agrees that, as of the date of this Loan Modification
Agreement, 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.


 


11.           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.


 


5

















 


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


 


[The remainder of this page is
intentionally left blank]


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Loan
Modification Agreement to be executed as a sealed instrument under the laws of
the Commonwealth of Massachusetts as of the Third Loan Modification Effective
Date.


 


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
  SATCON
  TECHNOLOGY CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles
  S. Rhoades

  	
   

  
	
  Title:

  	
  President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
  SATCON
  POWER SYSTEMS, INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles
  S. Rhoades

  	
   

  
	
  Title:

  	
  President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
  SATCON
  APPLIED TECHNOLOGY, INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles
  S. Rhoades

  	
   

  
	
  Title:

  	
  President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
  SATCON
  ELECTRONICS, INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles
  S. Rhoades

  	
   

  
	
  Title:

  	
  President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SATCON
  POWER SYSTEMS CANADA LTD.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles
  S. Rhoades

  	
   

  
	
  Title:

  	
  President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
  BANK:

  	
   

  
	
   

  	
   

  
	
  SILICON
  VALLEY BANK

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


Third Loan Modification Effective Date: September 30,
2009


 


 


[Satcon
–Third Loan Modification Agreement Signature Page]


 
















 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	
  TO:

  	
   

  	
  SILICON
  VALLEY BANK

  	
  Date:

  	
   

  
	
  FROM:

  	
   

  	
  SATCON TECHNOLOGY CORPORATION, et al.

  	
   

  	
   

  



 


The undersigned
authorized officer of Satcon Technology Corporation and its Subsidiaries (“Borrower”)
certifies 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 or any
of its Subsidiaries, if any, 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 generally 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  financial statements with Compliance Certificate

  	
   

  	
  Monthly
  within 30 days

  	
   

  	
  Yes   No

  
	
  Annual
  financial statement (CPA Audited) + CC

  	
   

  	
  FYE
  within 120 days

  	
   

  	
  Yes   No

  
	
  10-Q,
  10-K and 8-K

  	
   

  	
  Within
  5 days after filing with SEC

  	
   

  	
  Yes   No

  
	
  A/R &
  A/P Agings

  	
   

  	
  Monthly
  within 15 days

  	
   

  	
  Yes   No

  
	
  Projections

  	
   

  	
  Annually

  	
   

  	
  Yes   No

  



 


]


 


The
following Intellectual Property was registered after the Effective Date (if no
registrations, state “None”)


 


 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain on a Monthly Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Liquidity

  	
   

  	
  $

  	
  4,000,000

  	
   

  	
  $

  	
   

  	
  Yes   No

  	
   

  
	
  Minimum Tangible Net Worth

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
  Yes   No

  	
   

  
	
   

  	
   

  	
   

  	
  *See
  Section6.9(b)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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.”)


 


 


 


	
  SATCON TECHNOLOGY
  CORPORATION, et al.

  	
   

  	
  BANK
  USE ONLY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Received
  by:

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
  Name:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  Verified:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Compliance
  Status:  o Yes   o No

  
							



 

















 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrower


 


Dated:                                


 


I.              Liquidity (Section 6.9(a))


 


Required:               $4,000,000 (at all times)


 


Actual:


 


	
  A.

  	
   

  	
  Unrestricted
  cash at Bank

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Availability
  Amount

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Liquidity
  (line A plus line B)

  	
   

  	
  $

  	
   

  



 


Is line C equal to or
greater than
$4,000,000          ?


 


	
  o

  	
  No,
  not in compliance

  	
  o

  	
  Yes,
  in compliance

  



 

















 


II.            Tangible Net Worth
(Section 6.9(b))


 


Required:               As of the fiscal quarter ending September 30, 2009, $16,000,000, and (ii) as of
the quarter ending December 31, 2009, and as of the end of each fiscal
quarter of Borrower thereafter, $15,000,000. 
The Tangible Net Worth requirements set forth herein shall  increase by 50%
of quarterly Net Income and 50% of issuances of equity after the Third Loan
Modification Effective Date.


 


Actual:                   $           


 


	
  A.

  	
   

  	
  Aggregate
  value of total assets of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Deferred
  Financing Costs

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Aggregate
  value of goodwill of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Aggregate
  value of intangible assets of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Aggregate
  value of obligations owing to Borrower from officers or other directors

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Aggregate
  value of any reserves not already deducted from assets

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Total
  Liabilities

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  Value
  of Line A plus B minus C minus D minus E minus
  F minus G

  	
   

  	
  $

  	
   

  



 


Is line H equal to or
greater than $          ?


 


	
  o

  	
  No,
  not in compliance

  	
  o

  	
  Yes,
  in compliance

  



 


BOS 46,531,632v2
063230.010000