Nautilus 2005 Annual Report Download - page 90

by Borrower pursuant to the provisions hereof, and, thereafter (unless, with respect to a Eurodollar Loan, such Eurodollar Loan is converted to
a Base Rate Loan), each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day
of such period, as selected by Borrower pursuant to the provisions hereof. The duration of each Interest Period for a Eurodollar Loan shall be
one month, two months, three months or six months, in each case as Borrower may select upon notice, as set forth in Section 2.5 hereof;
provided that if Borrower shall fail to so select the duration of any Interest Period for a Eurodollar Loan at least three Business Days prior to
the Interest Adjustment Date applicable to such Eurodollar Loan, Borrower shall be deemed to have converted such Eurodollar Loan to a Base
Rate Loan at the end of the then current Interest Period.
“Landlord’s Waiver” shall mean a landlord’s waiver or mortgagee’s waiver, substantially in the form of the attached Exhibit L , each in
form and substance satisfactory to Agent, delivered by a Company in connection with this Agreement, as such waiver may from time to time be
amended, restated or otherwise modified or replaced.
“Letter of Credit” shall mean a standby letter of credit that shall be issued by the Fronting Lender for the account of Borrower or a
Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) one year after its
date of issuance, or (b) thirty (30) days prior to the last day of the Commitment Period.
“Letter of Credit Commitment” shall mean the commitment of the Fronting Lender, on behalf of the Lenders, to issue Letters of Credit in
an aggregate face amount of up to Twenty Million Dollars ($20,000,000).
“Letter of Credit Exposure”
shall mean, at any time, the sum of (a) the aggregate undrawn amount of all issued and outstanding Letters of
Credit, and (b) the aggregate of the draws made on Letters of Credit that have not been reimbursed by Borrower or converted to a Revolving
Loan pursuant to Section 2.2(b)(iv) hereof.
“Leverage Ratio” shall mean, as determined on a Consolidated basis and in accordance with GAAP, the ratio of (a) the sum of
(i) Consolidated Funded Indebtedness (as of the last day of the most recently completed fiscal quarter of Borrower), plus (ii) six times the
Consolidated Rent Expense (for the most recently completed four fiscal quarters of Borrower), to (b) Consolidated EBITDAR (for the most
recently completed four fiscal quarters of Borrower); provided, however, that (A) with respect to any Acquisition, Borrower shall make pro
forma adjustments in the calculation of the Leverage Ratio using the historical financial information of the acquired entity for the relevant
periods, and (B) with respect to any Disposition, Borrower shall make pro forma adjustments in the calculation of the Leverage Ratio using the
historical financial information of the disposed 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.
“Lien” shall mean any mortgage, deed of trust, security interest, lien (statutory or other), charge, assignment, hypothecation,
encumbrance on, pledge or deposit of, or conditional sale, leasing (other than operating leases), sale with a right of redemption or other title
retention agreement and the vendor-lessor’s interest under any capitalized lease with respect to any property (real or personal) or asset.
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