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About this Manual 1. Change in Control 2. Coverage Ratios 3. Current Accounts 4. Debt

5. Leases 6. Liens 7. Lines of Business 8. Merger, Sale of Assets 9. Net Worth

10. Restricted Payments/         Investments  11. Sale-and-Leasebacks  12. Tax Consolidation   Z. Defined Terms

This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is published with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service or advice.

This manual is for general guidance only. It is intended to facilitate the negotiation process by reducing time and effort spent by the parties in reaching agreement. there is no suggestion that any contents of this manual must be used "as is." The decision whether to have financial covenants in a particular transaction, the selection of such covenants from among those herein or elsewhere, and deviations from the forms in this manual remain within the sole discretion of the parties to the specific transaction.