Kodak 2009 Annual Report Download - page 18

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• purchase or redeem capital stock;
• make certain investments or other restricted payments;
• sell assets;
• enter into transactions with affiliates; and
• effect a consolidation or merger.
However, these limitations are subject to a number of important qualifications and exceptions.
If the excess availability under our Credit Agreement falls below $100 million for a specified period, the Credit Agreement
also requires us to maintain compliance with a fixed charge coverage ratio. Our ability to comply with this covenant may be
affected by events beyond our control.
A breach of any of the covenants contained in our Credit Agreement or our inability to comply with the required financial ratio, when
applicable, could result in a default under the Credit Agreement. If an event of default occurs and we are not able to obtain a waiver
from the requisite lenders under the Credit Agreement, the administrative agent of the Credit Agreement may, and at the request of
the requisite lenders shall, declare all of our outstanding obligations under the Credit Agreement, together with accrued interest and
fees, to be immediately due and payable, and may terminate the lenders’ commitments thereunder, cease making further loans and
institute foreclosure proceedings against our assets.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's worldwide headquarters is located in Rochester, New York.
The CDG segment of Kodak’s business in the United States is headquartered in Rochester, New York. Kodak Gallery operations are
managed from Emeryville, California. Kodak Consumer Inkjet Systems operations are located in San Diego, California; Xiamen,
China; Singapore; and Rochester, New York. Many of CDG’s businesses rely on manufacturing assets, company-owned or through
relationships with design and manufacturing partners, which are located close to end markets and/or supplier networks.
The FPEG segment of Kodak’s business is centered in Rochester, New York, where film and photographic chemicals and related
materials are manufactured. A manufacturing facility in Harrow, England produces photographic paper. Additional manufacturing
facilities supporting the business are located in Windsor, Colorado; China; Mexico; India; Brazil; and Russia. Entertainment Imaging
has business operations in Hollywood, California and Rochester, New York.
Products in the GCG segment are manufactured in the United States, primarily in Rochester, New York; Dayton, Ohio; Columbus,
Georgia; and Weatherford, Oklahoma. Key manufacturing facilities outside the United States, either company-owned or through
relationships with manufacturing partners, are located in the United Kingdom, Germany, Bulgaria, Mexico, China, and Japan. During
2009, manufacturing and development facilities in Windsor, Colorado; Israel; and Canada were impacted by capacity consolidations
into other sites around the world. While these sites continued to develop or manufacture select products throughout the year, their
product line focus was narrowed.
Properties within a country may be shared by all segments operating within that country.
Regional distribution centers are located in various places within and outside of the United States. The Company owns or leases
administrative, research and development, manufacturing, marketing, and processing facilities in various parts of the world. The
leases are for various periods and are generally renewable.
ITEM 3. LEGAL PROCEEDINGS
During March 2005, the Company was contacted by members of the Division of Enforcement of the SEC concerning the announced
restatement of the Company's financial statements for the full year and all four quarters of 2003 and the first three unaudited
quarters of 2004. An informal inquiry by the staff of the SEC into the substance of that restatement is continuing. The Company
continues to fully cooperate with this inquiry, and the staff has indicated that the inquiry should not be construed as an indication by
the SEC or its staff that any violations of law have occurred. The Company has provided all the information requested by the SEC
and the SEC has not requested additional information for more than three years.
On October 12, 2009, the U.S. Environmental Protection Agency commenced an administrative enforcement action against the
Company under the Clean Water Act alleging violations of regulations applicable to the management, training and record keeping of
certain oil storage operations at its primary manufacturing facility in Rochester, NY. The Company and the EPA have reached an
agreement in principle to settle this matter for $88,000.
The Company has been named as third-party defendant (along with approximately 200 other entities) in an action initially brought by
the New Jersey Department of Environmental Protection (NJDEP) in the Supreme Court of New Jersey, Essex County against