Nautilus 2005 Annual Report Download - page 87

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“ERISA Plan” shall mean an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at
any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.
“Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.
“Eurodollar” shall mean a Dollar denominated deposit in a bank or branch outside of the United States.
“Eurodollar Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which
Borrower shall pay interest at a rate based upon the Eurodollar Rate.
“Eurodollar Rate” shall mean, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient obtained
(rounded upwards, if necessary, to the nearest 1/16
th
of 1%) by dividing (a) the rate of interest, determined by Agent in accordance with its
usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business
Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed on British Bankers Association Interest Rate
LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar company or service
that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank market for Dollar deposits
in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate quotation is not
available for any reason, then the Eurodollar Rate shall be the average (rounded upward to the nearest 1/16th of 1%) of the per annum rates at
which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the Eurodollar Loan to be
disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s
discretion) by prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon
thereafter as practicable), two Business Days prior to the beginning of the relevant Interest Period pertaining to such Eurodollar Loan
hereunder; by (b) 1.00 minus the Reserve Percentage.
“Event of Default” shall mean an event or condition that shall constitute an event of default as defined in Article VII hereof.
“Excluded Taxes” shall mean net income taxes (and franchise taxes imposed in lieu of net income taxes) and business and occupation
taxes imposed in the State of Washington that are imposed on Agent or a Lender by any Governmental Authority located in the jurisdiction
where Agent or such Lender is organized or in a state of the United States where such Lender maintains a lending office.
“Existing Letter of Credit” shall mean that term as defined in Section 2.2(b)(vi) hereof.
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