Nautilus 2005 Annual Report Download - page 152

9. Addition to Compliance with Laws . Section 6.3 of the Credit Agreement is hereby amended to add the following new subsections (d),
(e) and (f) at the end thereto:
(d) has ensured that no Person who owns a controlling interest in or otherwise controls a Company is (i) listed on the Specially
Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the
Treasury, or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (ii) a Person
designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any
other similar executive orders;
(e) is in compliance with all applicable Bank Secrecy Act and anti-money laundering laws and regulations; and
(f) is in compliance, in all material respects, with the Patriot Act.
10. Amendment to Locations . Section 6.9 of the Credit Agreement is hereby amended to delete each instance of the phrase “As (or “as”,
as appropriate) of the Closing Date” therefrom and to insert in place thereof, respectively, the phrase “As (or “as”, as appropriate) of the First
Amendment Effective Date”.
11. Retroactive Amendment to Intellectual Property . Section 6.17 of the Credit Agreement is hereby retroactively amended, effective as
of the Closing Date, to delete the phrase “Other than as disclosed on Schedule 6.17 hereto” therefrom and to insert in place thereof the phrase
“Other than as disclosed on Schedule 6.4 hereto”.
12. Amendment to Schedules . The Credit Agreement is hereby amended to delete Schedule 2 (Guarantors of Payment), Schedule 3
(Pledged Securities), Schedule 6.1 (Corporate Existence), Schedule 6.9
(Locations) therefrom and to insert in place thereof, respectively, a new
Schedule 2 , Schedule 3 , Schedule 6.1 and Schedule 6.9 in the form of Schedule 2 , Schedule 3 , Schedule 6.1 and Schedule 6.9 , as
appropriate, attached hereto.
13. Waiver of Specific Defaults . Borrower has notified Agent and the Lenders that Borrower has failed to comply with the financial
covenant set forth in Section 5.7(b) (Fixed Charge Coverage Ratio) for the fiscal year of Borrower ending December 31, 2005 (the
“Violation”).
Borrower has requested that Agent and the Lenders waive the Default and Event of Default that exist under the Credit Agreement
by virtue of the Violation. Agent and the Lenders hereby waive the aforesaid Default and Event of Default that exist solely by virtue of the
Violation on the condition that, after giving effect to the terms of this Amendment, no Default or Event of Default shall exist under the Credit
Agreement or any other Loan Document. This Amendment shall serve as evidence of such waiver. Borrower agrees with Agent and the
Lenders that (a) except with respect to the limited waiver granted herein specifically relating to the Violation, Agent and the Lenders shall not
be under any obligation to forbear from exercising any of their rights or remedies upon the occurrence of any Default or Event of Default,
(b) Borrower shall be in full compliance with the Credit Agreement and the other Loan Documents on and after the date of this Amendment,
and (c) Agent and the Lenders have not established any course of dealing with respect to such waiver or otherwise that is inconsistent with the
express terms of the Credit Agreement and the other Loan Documents.