Nautilus 2007 Annual Report Download - page 155

10.2.17 Affiliate Transactions . Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated or
permitted by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and
loans and advances permitted by Section 10.2.7 ; (c) payment of customary directors’ fees and indemnities; (d) transactions solely among
Borrowers and their Subsidiaries permitted hereunder; (e) intercompany payables entered into between Obligors or by non-Obligor
Subsidiaries to Obligors in each case in the Ordinary Course of Business, provided
that at no time shall intercompany payables outstanding
from non-
Obligor Subsidiaries to Obligors exceed $25,000,000 in the aggregate; and (f) transactions with Affiliates in the Ordinary Course
of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-
length transaction with a non-Affiliate.
10.2.18 Plans . Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.
10.2.19 Amendments to Subordinated Debt . Amend, supplement or otherwise modify any document, instrument or agreement
relating to any Subordinated Debt, if such modification (a) increases the principal balance of such Debt, or increases any required payment
of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional
redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates amortization; (d) increases the
interest rate (unless such increase is acceptable to Agent); (e) increases or adds any fees or charges (unless such increase or addition is
acceptable to Agent); (f) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or
restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary
or Lenders; or (g) results in the Obligations not being fully benefited by the intercreditor agreement or other subordination provisions
thereof.
10.3 Financial Covenants . As long as any Commitments or Obligations are outstanding (other than indemnity claims that are unasserted
and not reasonably likely to be asserted), Borrowers shall:
10.3.1 Minimum EBITDA . Upon the commencement and during the continuation of a Trigger Period, maintain EBITDA at least
equal to the required amount set forth below with respect to each measurement date set forth below for the period from October 1, 2007 to
such measurement date:
; 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.
72
Measurement Date
Required EBITDA
December 31, 2007
$
0
January 31, 2008
$
1,500,000
February 28, 2008
$
3,000,000
March 31, 2008
$
4,000,000
April 30, 2008
$
4,000,000
May 31, 2008
$
4,500,000
June 30, 2008
$
4,500,000
July 31, 2008
$
7,400,000
August 31, 2008
$
10,400,000
September 30, 2008
$
12,900,000
October 31, 2008
$
18,900,000
November 30, 2008
$
24,900,000