Nautilus 2005 Annual Report Download - page 88

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“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one
percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of
the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by
such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the
weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.
“Financial Officer” shall mean any of the following officers: chief executive officer, president, chief financial officer or vice president-
controller. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Borrower.
“Fixed Charge Coverage Ratio” shall mean, as determined for the most recently completed four fiscal quarters of Borrower, on a
Consolidated basis and in accordance with GAAP, the ratio of (a) (i) Consolidated EBITDAR, minus (ii) Consolidated Capital Expenditures, to
(b) Consolidated Fixed Charges; provided, however, that (A) with respect to any Acquisition, Borrower shall make pro forma adjustments in
the calculation of the Fixed Charge Coverage Ratio using the historical financial information of the division or entity acquired, and (B) with
respect to any Disposition or a division or entity, Borrower shall make pro forma adjustments in the calculation of the Fixed Charge Coverage
Ratio using the historical financial information of the disposed division or entity; but, in each case of (A) or (B), only so long as Borrower shall
have provided to Agent and the Lenders sufficient written evidence to support such pro forma adjustments, in form and substance satisfactory
to Agent.
“Foreign Subsidiary” shall mean a Subsidiary that is organized outside of the United States.
“Fronting Lender” shall mean, (a) as to any Letter of Credit transaction hereunder, Agent as issuer of the Letter of Credit, or, in the event
that Agent either shall be unable to issue or shall agree that another Lender may issue a Letter of Credit, such other Lender as shall agree to
issue the Letter of Credit in its own name, but on behalf of the Lenders hereunder; or (b) as to any Existing Letter of Credit, U.S. Bank National
Association.
“GAAP” shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official
interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and
procedures of Borrower.
“Governmental Authority”
shall mean any nation or government, any state, province or territory or other political subdivision thereof, any
governmental agency, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising
executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange.
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