Nautilus 2007 Annual Report Download - page 91

Copyright Security Agreement : each copyright security agreement pursuant to which an Obligor grants to Agent, for the benefit of
Secured Parties, a Lien on such Obligor’s interests in its owned copyrights, as security for the Obligations.
DashAmerica : DashAmerica, Inc., a Colorado corporation.
Debt
: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with
GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent
Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a
Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or
joint venturer.
Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.
Default Rate
: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise
applicable thereto.
Deposit Account : any deposit account (as such term is defined in the UCC).
Deposit Account Control Agreements : the deposit account control agreements to be executed by each institution maintaining a Deposit
Account (other than Excluded Accounts) for a Borrower, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.
Dilution Percent : the percent, determined for Borrowers’ most recent twelve months then ended, equal to (a) bad debt write-downs or
write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by (b) gross sales.
Disclosed Sale : the sale to a third party of certain assets or Subsidiaries previously disclosed in writing to Agent.
Disclosed Sale Reserve : a reserve arising after the Closing Date as follows: (a) on February 15, 2008, in the amount of $2,500,000 unless
a fully executed letter of intent between US Borrower and a third party purchaser (in form and substance reasonably satisfactory to Agent) has
been delivered to Agent on or before such date, which reserve, to the extent applicable in accordance with the foregoing clause, shall remain in
effect until the closing of the Disclosed Sale, and (b) on March 7, 2008, in the amount of $2,500,000 (in addition to the reserve set forth in
clause (a) above, if applicable) unless a fully executed definitive sale agreement between US Borrower and a third party purchaser has been
delivered to Agent on or before such date, which reserve, to the extent applicable in accordance with the foregoing clause, shall remain in effect
until the closing of the Disclosed Sale.
Distribution : any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any
distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for
value of any Equity Interest.
Dollars : lawful money of the United States.
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