Nautilus 2008 Annual Report Download - page 91

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(s) Section 10.3.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“ Fixed Charge Coverage Ratio . Commencing with the calendar month ending December 31, 2009, upon the commencement and
during the continuation of a Trigger Period, maintain a Fixed Charge Coverage Ratio of at least 1.1 to 1.0 as of the last day of such
calendar month for the period of twelve calendar months then ending; provided that in the event that a Trigger Period commences in
between measurement dates, this covenant shall be measured for the immediately preceding measurement date at the time of
commencement of such Trigger Period.”
(t) Schedule 1.1(a) of the Loan Agreement is hereby amended and replaced with Schedule 1.1(a) hereto.
(u) Schedule E attached hereto is hereby attached as Schedule E to the Loan Agreement.
(v) Section 14.1(d)(iv) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“increase any advance rate, decrease the Books and Records Block or increase total Commitments; or”
2. Consultant . Borrowers acknowledge and agree that if the aggregate amount of outstanding Obligations exceeds one-third of the
aggregate outstanding Revolver Commitments at any time after the earlier of (a) the day on which US Borrower receives the Tax Refund or
(b) May 18, 2009, then, at Agent’s request, Borrowers shall, at Borrowers’ expense, engage a consultant acceptable to Agent and on terms and
conditions acceptable to Agent. Borrowers further acknowledge and agree that a failure to engage such a consultant shall constitute an Event of
Default.
3. Effectiveness of this Amendment . The following shall have occurred before this Amendment is effective:
(a) Amendment . Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to
all parties.
(b) Amendment Fee . Agent shall have received a non-refundable amendment fee in the amount of Seventy Five Thousand Dollars
($75,000), which fee is fully earned as of and due and payable on the date hereof.
(c) Representations and Warranties . The representations and warranties set forth herein must be true and correct.
(d) No Default . No event has occurred and is continuing that constitutes an Event of Default.
(e) Other Required Documentation . All other documents and legal matters in connection with the transactions contemplated by this
Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.
4. Representations and Warranties . Each Borrower represents and warrants as follows:
(a) Authority . Such Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to
perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution,
delivery and performance by such Borrower of this Amendment have been duly approved by all necessary corporate action and no other
corporate proceedings are necessary to consummate such transactions.
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