Nautilus 2011 Annual Report Download - page 65

EXHIBIT 10.45
contingencies, many of which are beyond the control of Borrower, and that no assurance can be given that such
projections and forecasts will actually be realized, and that actual results may differ from the projected results set forth
therein by a material amount.
5.
Other Representations and Warranties . The representations and warranties made in the Loan
Documents continue to be true and correct in all material respects as if made on the date of this Agreement (other than
the representations and warranties which were stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such earlier date).
6.
No Default
. No default exists as of the date of this Agreement under the Loan Documents and no event
which would constitute a default upon the giving of notice or mere passage of time currently exists under the Loan
Documents.
7.
No Default With Other Lenders . No event of default exists as of the date of this Agreement under any
loan or credit agreement between Borrower and any lender other than Lender and no event which would constitute an
event of default under such an agreement upon the giving of notice or mere passage of time currently exists.
Section 3.
Amendment to Credit Agreement . Section 3.14 of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
"Section 3.14 Maturity Date of the Revolving Credit Facility . On the earlier of (a)
December 31, 2012, or (b) acceleration of the Obligations following an Event of Default, if any, under this
Agreement, Lender's commitment to extend credit (including Letters of Credit) to Borrower pursuant to the
Revolving Credit Facility shall terminate. The earlier of the dates specified in the preceding sentence of this
Agreement is referred to in this Agreement as the "Revolving Credit Facility Maturity Date." On the Revolving
Credit Facility Maturity Date, Borrower shall be obligated to pay Lender the entire balance of principal, accrued
interest and Unused Commitment Fee owed pursuant to the Note, this Agreement, and the other Loan Documents
(including Letter of Credit Documents) (together with any fees and costs owed thereunder or hereunder)."
Borrower shall reimburse Lender for all expenses reasonably incurred by Lender in connection with
Lender's banking relationship with Borrower, including, but not limited to (a) recording costs, title insurance costs,
collateral appraisal costs, and collateral examination and inspection costs; (b) reasonable fees and expenses of legal
counsel for Lender with respect to the preparation, negotiation, closing, administration, amendment, modification, and
enforcement of the Credit Agreement, this Agreement, and the transactions evidenced hereby and thereby; (c) costs and
expenses related to the preservation, protection, or disposition of Lender's collateral (or Lender's security interests or
liens therein); or (d) other costs or expenses incurred by Lender in accordance with applicable law, rules, policies, and
regulations.
Borrower hereby reaffirms and acknowledges the validity of the Security Agreement, the accuracy of the
information contained in the Security Agreement, and the grant of the security interests in favor of Lender in the
collateral described therein. Borrower further agrees and acknowledges that the interests provided by the Security
Agreement secure repayment of all of the Obligations. Furthermore, Borrower acknowledges and agrees that the security
interests created in the collateral described in the Security Agreement are in full force and effect and not subject to
avoidance or defense.
Section 4.
Costs
.
Section 5.
Acknowledgment of Existing Security Interests
.
Section 6.
Agreement Enforceable
.