Nautilus 2005 Annual Report Download - page 116

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Company) permit Agent or any Lender, or any representative of Agent or such Lender, to examine such Company’s books and records and to
make excerpts therefrom and transcripts thereof.
Section 5.5. Franchises; Change in Business .
(a) Each Company (other than a Dormant Subsidiary) shall preserve and maintain at all times its existence, and its rights and franchises
necessary for its business, except as otherwise permitted pursuant to Section 5.12 hereof.
(b) No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken as a whole
would be substantially changed from a Related Business.
Section 5.6. ERISA, Pension and Benefit Plan Compliance
. No Company shall incur any material accumulated funding deficiency within
the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrower shall
furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to
such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such
Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any
notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any
ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by
the PBGC or the Internal Revenue Service. Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed
or that Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan.
As used in this Section 5.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five
percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become
aware that an ERISA Event shall have occurred, such Company shall provide Agent with notice of such ERISA Event with a certificate by a
Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member
proposes to take with respect thereto. Borrower shall, at the request of Agent or any Lender, deliver or cause to be delivered to Agent or such
Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.
Section 5.7. Financial Covenants .
(a) Leverage Ratio . The Companies shall not suffer or permit at any time the Leverage Ratio to exceed 3.25 to 1.00.
(b) Fixed Charge Coverage Ratio . The Companies shall not suffer or permit at any time the Fixed Charge Coverage Ratio to be less than
1.20 to 1.00.
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