Nautilus 2009 Annual Report Download - page 276

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Rate in effect on such day plus 50 Basis Points, and (c) the Applicable Floating Rate on such date (or, if such date is not a Business Day,
the immediately preceding Business Day) plus 100 Basis Points. Any change in the Base Rate due to a change in the Prime Rate, the Federal
Funds Rate or the Applicable Floating Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal
Funds Rate or the Applicable Floating Rate, respectively.
“ Base Rate Loans ” means any Revolving Loan (or portion thereof) bearing interest at the Base Rate.
“ Basis Point ” means / 100 of 1 percent per annum.
“ Borrower ” means Nautilus, Inc., and any Successor or permitted assign (if any) thereof.
“ Borrowing Base ” means the sum of (a) 80 percent of (i) Eligible Commercial Accounts Receivable, multiplied by (ii) 100 percent
minus the Dilution Reserve Percentage for the calendar quarter covered by the most recent Quarterly Compliance Certificate, (b) 60 percent of
Eligible Inventory but not to exceed $10,000,000, and (c) 50 percent of Eligible Consumer Finance Accounts Receivable but not to exceed
$5,000,000.
“ Borrowing Base Certificate ” has the meaning specified in Section 7.10(b) of this Agreement.
“ Business Day ” means a day on which Lender is open for business in Portland, Oregon, and on which banks are open in London,
England, for dealings in United States dollar deposits on the London interbank market.
“ Capital Expenditures ” means, with respect to any measurement period in question, all capital expenditures of Borrower (including,
but not limited to, expenditures under Capital Leases), as determined in accordance with GAAP.
“ Capital Lease ” means any lease of property (real, personal, or mixed) that in accordance with GAAP should be capitalized on the
lessee’s balance sheet.
“ Capital Stock ” means, with respect to any Person, all (a) shares, interests, participations or other equivalents (howsoever
designated) of capital stock and other equity or ownership interests of such Person and (b) rights (other than debt securities convertible into
capital stock or other equity interests), warrants or options to acquire any such capital stock or other equity interests.
“ Cash Secured Letters of Credit ” means Letters of Credit secured by cash collateral pursuant to Section 3.6(a) of this Agreement.
“ Change in Control ” means that (a) a majority of the directors of Borrower shall be Persons other than Persons (i) for whose
election proxies shall have been solicited by the board of directors of Borrower or for whose appointment or election is otherwise approved or
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