HAVE AT LEAST
$20,000,000 IN UNUSED COMMITMENTS AND UNRESTRICTED CASH AND CASH EQUIVALENTS (ON
A CONSOLIDATED BASIS), (III) THE ACQUISITION IS RELATED TO AN EXISTING LINE OF
BUSINESS AND (IV) EITHER (X) THE LEVERAGE RATIO IS AND WILL BE LESS THAN 2.00 TO
1.00 OR (Y) EACH OF (I) THE AGGREGATE
CONSIDERATION PAID IN CONNECTION WITH ANY
SINGLE SUCH ACQUISITION SHALL NOT EXCEED TEN PERCENT (10%) OF THE TANGIBLE NET
WORTH OF THE U.S. BORROWER AND ITS CONSOLIDATED SUBSIDIARIES CALCULATED AS OF
THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER AS OF THE DATE OF THE
APPLICABLE ACQUISITION AND (II) THE AGGREGATE
CONSIDERATION PAID FROM AND AFTER
THE DATE HEREOF IN CONNECTION WITH ACQUISITIONS OF PROPERTY PERMITTED BY THIS
SECTION (EXCLUSIVE OF ACQUISITIONS IN THE ORDINARY COURSE OF BUSINESS) SHALL NOT
EXCEED $100,000,000.
8.13
NEGATIVE PLEDGES.
EXCEPT FOR (A) ANY OF THE LOAN
DOCUMENTS, (B) CUSTOMARY PROVISIONS IN LEASES, LICENSES, ASSET SALE AGREEMENTS
AND OTHER CUSTOMARY AGREEMENTS NOT RELATED TO BORROWED MONEY INDEBTEDNESS AND
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OR EXPRESSLY PERMITTED HEREIN,
AND (C) RESTRICTIONS IMPOSED BY AGREEMENTS GOVERNING PERMITTED LIENS, ENTER INTO
ANY AGREEMENT OR CONTRACT WHICH LIMITS OR RESTRICTS IN ANY WAY THE GRANTING OF
LIENS BY U.S. BORROWER OR ANY OF ITS SUBSIDIARIES SECURING ANY OF THE
OBLIGATIONS.
8.14
LIMITATION ON CAPITAL EXPENDITURES.
IF, ON THE
LAST DAY OF ANY FISCAL QUARTER, THE SUM OF AGGREGATE UNUSED COMMITMENTS AND
UNRESTRICTED CASH AND CASH EQUIVALENTS (ON A CONSOLIDATED BASIS) IS LESS THAN
$20,000,000, PERMIT AGGREGATE CAPITAL EXPENDITURES OF THE U.S.
80
BORROWER AND ITS SUBSIDIARIES DURING THE SUBSEQUENT QUARTER TO EXCEED GROSS
DEPRECIATION FOR SUCH QUARTER OR PERMIT CASH MULTI-CLIENT LIBRARY INVESTMENT
(NET OF PRE-FUNDING) DURING SUCH QUARTER TO EXCEED MULTI-CLIENT LIBRARY REVENUE
DURING SUCH QUARTER MINUS MULTI-CLIENT CASH COSTS DURING SUCH QUARTER.
8.15
SWAP EXPOSURE.
ENTER INTO (I) ANY PROGRAM FOR
REDUCING EXPOSURE TO CURRENCY EXCHANGE FLUCTUATIONS OR (II) ANY PROGRAM FOR
HEDGING OF INTEREST RATE RISK COVERING BORROWED MONEY INDEBTEDNESS UNLESS, IN
EITHER SUCH CASE, SUCH PROGRAM IS ENTERED INTO FOR PROTECTION AGAINST CURRENCY
EXCHANGE OR INTEREST RATE RISKS, AND NOT FOR SPECULATIVE PURPOSES.
8.16
MATERIAL SUBSIDIARIES.
U.S. BORROWER SHALL NOT
PERMIT THE AGGREGATE OF THE TOTAL ASSETS OR THE TOTAL ANNUAL REVENUES OF ALL
MATERIAL SUBSIDIARIES WHICH ARE DOMESTIC SUBSIDIARIES, CANADIAN SUBSIDIARIES,
SINGAPORE SUBSIDIARIES OR U.K. SUBSIDIARIES TO BE LESS THAN 90% OF THE AGGREGATE
CONSOLIDATED TOTAL ASSETS OR THE AGGREGATE CONSOLIDATED ANNUAL REVENUES OF THE
U.S. BORROWER AND ITS SUBSIDIARIES AS OF THE LAST DAY OF ANY FISCAL QUARTER.
U.S. BORROWER SHALL NOT PERMIT ANY OF ITS FOREIGN SUBSIDIARIES OR ANY OF ITS
DOMESTIC SUBSIDIARIES WHICH ARE NOT MATERIAL SUBSIDIARIES TO OWN ANY RIGHT,
TITLE OR INTEREST IN AND TO THE U.S. LAND DATA LIBRARY.
9.
DEFAULTS.
9.1
EVENTS OF DEFAULT.
IF ANY ONE OR MORE OF
THE FOLLOWING EVENTS (HEREIN CALLED "EVENTS OF DEFAULT") SHALL OCCUR AND BE
CONTINUING, THEN ANY AGENT MAY (AND AT THE DIRECTION OF THE MAJORITY LENDERS,
SHALL) DO ANY OR ALL