Nautilus 2005 Annual Report Download - page 151

Rate, (ii) the fee for the aggregate undrawn amount of all issued and outstanding Letters of Credit shall be increased by two percent
(2%) in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount not paid when due from Borrower
hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that, during an Event of
Default under Section 7.1 or 7.12 hereof, the applicable Default Rate shall apply without any election or action on the part of Agent or
any Lender.
5. Retroactive Amendment to Post-Closing Items
. Section 4.3(a) of the Credit Agreement is hereby retroactively amended, effective as of
the Closing Date, to delete the phrase “forty-five (45) days” therefrom and to insert in place thereof the phrase “ninety (90) days”.
6. Amendment to Financial Covenants . Section 5.7 of the Credit Agreement is hereby amended to delete subsection (b) therefrom and to
insert in place thereof the following:
(b) Fixed Charge Coverage Ratio
. The Companies shall not suffer or permit at any time the Fixed Charge Coverage Ratio to be less
than (i) on the Closing Date through March 30, 2006, 1.20 to 1.00, (ii) on March 31, 2006 through December 30, 2006, 0.75 to 1.00, and
(iii) on December 31, 2006 and thereafter, 1.20 to 1.00.
7. Retroactive Additions to Investments . Section 5.11 of the Credit Agreement is hereby retroactively amended, effective as of the
Closing Date, to add the following new subparts (ix) and (x) at the end thereto:
(ix) any Hedge Agreement that may be construed as an investment, so long as such Hedge Agreement shall have been entered into
in the ordinary course of business and not for speculative purposes; and
(x) guaranties for leases of real or personal property leased by a Credit Party if such leases are not otherwise prohibited by any Loan
Documents
8. Amendment to Restricted Payments . Article V of the Credit Agreement is hereby amended to delete Section 5.15 therefrom and to
insert in place thereof the following:
Section 5.15. Restricted Payments . No Company shall make or commit itself to make any Restricted Payment at any time, except
that Borrower may make (a) Capital Distributions, and (b) scheduled interest payments on Subordinated Indebtedness, in each case so
long as no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; provided, however, that, for the
period commencing on January 1, 2006 until such time as the Fixed Charge Coverage Ratio shall be equal to or greater than 1.20 to 1.00,
Borrower may only make Capital Distributions for the repurchase of shares in an aggregate amount not to exceed Thirty Million Dollars
($30,000,000).