Nautilus 2015 Annual Report Download - page 75
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Please find page 75 of the 2015 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.[Consent and Amendment to Credit Agreement] DWT 28490370v9 0089131-000028 3 E. Government Regulations. In the paragraph titled "Government Regulations," Clause (b) is renumbered Clause (d) and Clauses (b) and (c) set forth below are inserted between the end of Clause (a) and the beginning of renumbered Clause (d): (b) fail to maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions, (c) fail to promptly inform the Bank in writing of all existing and all threatened litigation, claims, investigations, administrative proceedings and similar actions or changes in Legal Requirements affecting it which could materially affect its business, assets, affairs, prospects or financial condition, or 4.2 Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: A. Section 1.3. Section 1.3 is added as follows: 1.3 Facility B (Term Loan). The Bank has approved a term loan to the Borrower in the principal sum of $80,000,000.00 ("Facility B"). Credit under Facility B shall be repayable as set forth in a Term Note dated December 31, 2015, and any renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor. B. Section 2.1. In Section 2.1, the following definition is added and the succeeding definitions re-lettered accordingly: AA. "Restricted Payments" means (i) all cash Distributions made or paid with respect to any Equity Interests in Borrower and (ii) all payments, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in Borrower. C. Section 5.2(C). In Clause (5) of Section 5.2(C), the reference to the amount of $3,000,000.00 is deleted and a reference to the amount of $4,000,000.00 is substituted in its stead. D. Section 5.2(J). Clause (12) of
Section 5.2(J) is deleted and the following substituted in its stead: (12) Permitted Acquisitions in an amount not to exceed (a) $20,000,000 in the aggregate in any Test Period or (b) $60,000,000 in the aggregate during the period commencing on the date of this Agreement and ending on December 31, 2020. E. Section 5.2(L). In Section 5.2(L), the reference to the amount of $10,000,000.00 is deleted and a reference to the amount of $12,000,000.00 is substituted in its stead. F. Section 5.2(M). Section 5.2(M) is deleted and the following substituted in its stead: M. Fixed Charge Coverage Ratio. Permit its "Fixed Charge Coverage Ratio" (hereinafter defined in this subsection) for any "Test Period" (hereinafter defined in this subsection) to be less than 1.25 to 1.00. As used in this subsection, the term "Fixed Charge Coverage Ratio" means its ratio of (i) net income, plus amortization expense, plus depreciation expense, plus interest expense, plus income tax expense, plus rent and operating lease payments made, plus non-cash stock based compensation, plus a one-time addition of expenses paid in cash by Borrower in connection with the acquisition of the Equity Interests of OF Holdings and the related financing, in an aggregate amount not to exceed $1,000,000, plus other non-cash, non-recurring expenses agreed to by Bank, minus other non-cash or non-recurring income as agreed to by Bank, minus Capital Expenditures made which were not financed with long term debt, minus income tax expense, minus Restricted Payments made, minus, to the extent not included in the calculation of net income, cash earnout payments made to the sellers of Equity Interests of OF Holdings, Inc., all computed for the Test Period, to (ii) scheduled principal payments made on long term debt, plus capitalized lease payments made, plus interest expense, plus rent and operating lease payments made, all computed for the Test Period. As used in this subsection, the term "Test Period" means each period of four consecutive fiscal quarters.
Notwithstanding anything else contained in the Credit Agreement, the