Nautilus 2009 Annual Report Download - page 278

determined in accordance with GAAP, but in any event the following items shall be excluded or deducted from such net income arising from the
Continuing Business: (a) any after tax gain or loss resulting from dispositions of assets outside of the ordinary course of business, (b) earnings of
any Subsidiary accrued prior to the date it became a Subsidiary, (c) any deferred credit or other credit representing any excess of the equity of
any Subsidiary at the date of acquisition thereof over the amount invested in such Subsidiary, (d) the net earnings of any entity (other than a
Subsidiary) in which Borrower has an ownership interest, except to the extent such net earnings actually shall have been received by Borrower in
the form of cash distributions, (e) any reversal of any contingency reserve, except to the extent that Borrower received cash associated with such
reversal during the period in which the reversal occurred, and (f) to the extent not included in clauses (a) through (e) above, any extraordinary or
non-recurring gains or losses.
“ Credit Exposure Reserve ” means, as of any date in question, an amount determined by Lender in its Permitted Discretion as the
credit exposure of Lender based upon merchant services, corporate and purchase card programs, ACH, treasury management, foreign exchange,
derivative and swap products or similar facilities or products provided by Lender or its Affiliates to Borrower.
“ Credit Exposure Documents ” means all documents executed by Borrower in favor of Lender related to merchant services,
corporate and purchase card programs, ACH, treasury management, foreign exchange, derivative and swap products or similar facilities or
products provided by Lender or its Affiliates to Borrower, including, without limitation, all documents executed by Borrower to grant Lender a
security interest in cash collateral securing the Credit Exposure Reserve pursuant to Section 3.6 of this Agreement.
“ Current Ratio ” means, as of the end of the calendar quarter in question, the ratio of (a) the current assets of Borrower as of the end
of such calendar quarter (determined in accordance with GAAP) plus the cash collateral pledged to Lender pursuant to Section 3.6(a) and
Section 3.6(b) (to the extent not included in current assets) as of the end of such calendar quarter to (b) the current liabilities of Borrower as of
the end of such calendar quarter (as determined in accordance with GAAP) plus the principal amount of all Revolving Loans outstanding on the
last day of such quarter (to the extent not included in the calculation of current liabilities determined in accordance with GAAP).
“ Dating ”
means the practice of giving credit beyond a stated period by forward dating of an invoice. For example, a buyer otherwise
obligated to pay for goods or services within 30 days might be given a postdated invoice bearing a date a month later than the actual date of
purchase or receipt of the goods or services, which, in effect, would mean that the buyer now would have 60 days in which to make payment.
“ Debt to Tangible Net Worth ”
means, as of any date in question, the ratio of (a) total Indebtedness on the balance sheet of Borrower
to (b) the fair market value of all assets on the balance sheet of Borrower except for (i) goodwill, including any amounts representing the excess
of the purchase price paid for assets or stock acquired over the value assigned thereto on the balance sheet of Borrower, (ii) patents, trademarks,
trade names, copyrights and other intellectual property, (iii) shares of Capital Stock of Borrower, (iv) loans and notes receivable from officers,
employees, stockholders, or directors of Borrower or any Affiliate or Subsidiary of
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