VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE
OF PROPERTY TO SECURE THE LOANS, (B) ANY INDUSTRIAL REVENUE OR DEVELOPMENT
BONDS, ACQUISITION AGREEMENT OR OPERATING LEASES OF REAL PROPERTY AND EQUIPMENT
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OR (C) ANY SUCH RESTRICTIONS OR
CONDITIONS IMPOSED BY ANY SUBORDINATED DEBT DOCUMENT.
7.10.
USE OF PROCEEDS.
USE THE PROCEEDS OF ANY CREDIT EXTENSION, WHETHER
DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, TO
PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF THE FRB)
OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY INCURRED FOR SUCH PURPOSE IN A MANNER
THAT VIOLATES REGULATION U OF THE FRB.
7.11.
FINANCIAL COVENANTS.
(A)
CONSOLIDATED DEBT SERVICE COVERAGE RATIO.
PERMIT THE CONSOLIDATED
DEBT SERVICE COVERAGE RATIO AS OF THE END OF EACH FISCAL QUARTER OF THE BORROWER
TO BE LESS THAN 2.25 TO 1.00.
(B)
CONSOLIDATED BORROWER LEVERAGE RATIO.
PERMIT THE CONSOLIDATED
LEVERAGE RATIO OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE END
OF EACH FISCAL QUARTER OF THE BORROWER TO EXCEED THE CORRESPONDING RATIO SET
FORTH BELOW:
Applicable Period
Maximum Consolidated
Leverage Ratio
Closing Date to and including
March 30, 2010
3.25 to 1.00
March 31, 2010 to and including
March 30, 2011
3.00 to 1.00
March 31, 2011 and thereafter
2.75 to 1.00
7.12.
CAPITAL EXPENDITURES.
MAKE OR BECOME LEGALLY OBLIGATED TO MAKE ANY
EXPENDITURE IN RESPECT OF THE PURCHASE OR OTHER ACQUISITION OF ANY FIXED OR
CAPITAL ASSET
96
(EXCLUDING NORMAL REPLACEMENTS AND MAINTENANCE WHICH ARE PROPERLY CHARGED TO
CURRENT OPERATIONS), EXCEPT FOR CAPITAL EXPENDITURES IN THE ORDINARY COURSE OF
BUSINESS NOT EXCEEDING, $40,000,000 IN THE AGGREGATE IN ANY FISCAL YEAR OF THE
BORROWER AND ITS SUBSIDIARIES; PROVIDED THAT THE BORROWER AND ITS SUBSIDIARIES
MAY MAKE CAPITAL EXPENDITURES IN EXCESS OF THE APPLICABLE ANNUAL AMOUNT IN
CONNECTION WITH NEW CONTRACTS OR EXTENSIONS OF EXISTING CONTRACTS TO THE EXTENT
APPROVED BY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT FURTHER AGREEING
TO PROVIDE A RESPONSE PROMPTLY AFTER A REQUEST THEREFOR BY THE BORROWER
ACCOMPANIED BY REASONABLE INFORMATION WITH RESPECT THERETO, WHICH REQUEST MAY
OCCUR IN ADVANCE OF A BID FOR ANY SUCH NEW CONTRACT OR CONTRACT EXTENSION.
7.13.
CHANGE IN FISCAL YEAR.
PERMIT THE FISCAL YEAR OF THE BORROWER TO
END ON A DAY OTHER THAN DECEMBER 31 OR CHANGE THE BORROWER'S METHOD OF
DETERMINING FISCAL QUARTERS.
7.14.
MODIFICATIONS OF MATERIAL AGREEMENTS.
AMEND, MODIFY, WAIVE,
TERMINATE OR RELEASE (A) ITS ORGANIZATION DOCUMENTS, (B) ANY CERTIFICATE OF
DESIGNATIONS OR SIMILAR DOCUMENT GOVERNING ANY PREFERRED STOCK OR ANY PREFERRED
EQUITY INTERESTS, (C) THE DIGIMARC MERGER AGREEMENT, ANY OF THE DIGIMARC OFFER
DOCUMENTS OR ANY OTHER DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS OR (D) ANY
DOCUMENT GOVERNING SUBORDINATED DEBT, IN EACH CASE UNLESS THE BORROWER
DETERMINES IN GOOD FAITH THAT THE EFFECT OF SUCH AMENDMENT, MODIFICATION,
WAIVER, TERMINATION OR RELEASE IS NOT MATERIALLY ADVERSE TO THE BORROWER, ANY
SUBSIDIARY OR THE LENDERS (INCLUDING ANY AMENDMENT OR MODIFICATION