Minimum Operating Income. The Borrower will not permit Consolidated Operating Income for any period of two consecutive fiscal quarters ending at the end of the fiscal quarters set forth below (other than the fiscal quarter ending June 30, 2003, which shall be measured for the fiscal quarter ending on such date) to be less than the amount set forth opposite such fiscal quarter below: FISCAL QUARTER ENDING ON OR ABOUT AMOUNT ------------------ ------------ June 30, 2003 $ 23,000,000 September 30, 2003 $191,000,000 December 31, 2003 $290,000,000 March 31, 2004 $327,000,000 June 30, 2004 $364,000,000 September 30, 2004 $318,000,000 December 31, 2004 $275,000,000 March 31, 2005 $316,000,000 June 30, 2005 $356,000,000 September 30, 2005 $312,000,000

Minimum Operating Income. Maintain a Net Operating Income, determined for each period identified in the table set forth below as of the last day of such period, in an amount not less than the amount set forth in the following table for such period: Period Minimum Operating Income ------ ------------------------- Four fiscal quarter period ending on $31,600,000 the last day of each fiscal quarter ending after the Closing Date and on or prior to June 30, 2005 One fiscal quarter period ending on $ 8,474,400 the last day of each fiscal quarter ending after June 30, 2005 and on or prior to June 30, 2006 One fiscal quarter period ending on $ 8,672,400 the last day of each fiscal quarter ending after June 30, 2006 and on or prior to June 30, 2007

Minimum Operating Income. As of the last day of each quarter, Borrower’s Operating Income (as defined under GAAP) for such quarter shall be no less than $500,000 for the first quarter of fiscal year 2009, and $1,200,000 for each subsequent quarter thereafter.

Minimum Operating Income. The Company will not, at the end of any fiscal quarter ending during any period described in the table set forth below, permit Consolidated Net Operating Income for the immediately preceding two fiscal quarters to be less than the amount set forth opposite such period in such table: Fiscal Quarter Ending Amount --------------------- ------ April 1, 2000 $17,000,000 July 1, 2000 $15,500,000 September 30, 2000 $26,500,000 December 30, 2000 $35,500,000 Each fiscal quarter ending thereafter $25,000,000

Minimum Operating Income. Consolidated Net Operating Income for fiscal quarter ended ______ (for immediately preceding two fiscal quarters) (i) EBITDA for such period, minus $________ (ii) amortization and depreciation for such period $________ Consolidated Net Operating Income not to be less $___________ than the amount for the relevant period as set forth in the table below --------------------------------------------------------- Fiscal Quarter Ending Amount --------------------- ------ --------------------------------------------------------- March 31, 2000 $17,000,000 --------------------------------------------------------- June 30, 2000 $15,500,000 --------------------------------------------------------- September 30, 2000 $26,500,000 --------------------------------------------------------- December 31, 2000 $35,500,000 --------------------------------------------------------- Each fiscal quarter ending thereafter $25,000,000 --------------------------------------------------------- EXHIBIT E GENRAD, INC. Form of Borrowing Base Report _______________, ____, ____ To Each of the Banks Referred to Below c/o Fleet National Bank, as Agent 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit and Term Loan Agreement, dated as of March 24, 2000 (as the same may be amended and in effect from time to time, the "Credit Agreement"), by and among GenRad, Inc., GenRad Holdings Ltd., GenRad Europe Limited, GenRad Limited (collectively, the "Borrowers" and each individually, a "Borrower"), Fleet National Bank and the other lending institutions party thereto (collectively, the "Banks"), and Fleet National Bank as agent for itself and the other Banks (the "Agent"). Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. (a) the information furnished in the materials attached hereto was true, correct and complete as at ____________ _____, _____, (b) as of the date hereof, there exists no Default or Event of Default; and (c) the representations and warranties contained in Section 9 of the Credit Agreement were correct when made and are correct at and as of the date hereof (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the ex...

Minimum Operating Income. In no fiscal quarter of Borrowers, incur an operating loss in excess of Three Million Dollars ($3,000,000), calculated as EBIT, except that with respect to Borrowers' fiscal quarter ending January 31, 1998, said operating loss shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000), calculated as EBIT. 5. Credit Agreement Section 6.02.A is hereby restated to read as follows: A. Capital Expenditures. Make Capital Expenditures and Timber and Timberlands Expenditures Non-Current in an aggregate amount in excess of Eight Million Dollars ($8,000,000) per fiscal year of Borrowers, except that for Borrowers' fiscal year ending April 30, 1998 said expenditures shall not exceed Eight Million Five Hundred Thousand Dollars ($8,500,000). 6. In all other respects, the Credit Agreement shall remain unchanged and in full force and effect.

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Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.
Minimum Net Income If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].
EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.
Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.
Funds from Operations The ratio of Funds from Operations to Total Debt for such Relevant Entity in any fiscal year is greater than the ratio specified in the Election Sheet; or
Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.
Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.
Total Operating Expenses All costs and expenses paid or incurred by the Company, as determined under GAAP, that are in any way related to the operation of the Company or its business, including the Advisory Fee, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer and registration of securities, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines; (vi) acquisition fees and Acquisition Expenses, (vii) real estate commissions on the sale of Real Property, and (viii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgages or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property). The definition of “Total Operating Expenses” set forth above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof. 2%/25% Guidelines. 2%/25% Guidelines shall have the meaning set forth in Section 14.
Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.
Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

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