Nautilus 2015 Annual Report Download - page 74
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Please find page 74 of the 2015 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.[Consent and Amendment to Credit Agreement] DWT 28490370v9 0089131-000028 2 4.1 Amendment to Line of Credit Note. The Line of Credit Note is hereby amended as follows: A. Promise to Pay. In the paragraph titled "Promise to Pay," the reference to the date December 5, 2017 is deleted and a reference to the date December 31, 2020 is substituted in its stead. B. Purpose of Loan. In the paragraph titled "Purpose of Loan," the following sentence is added at the end of such paragraph: Borrower agrees not to request any loan or use, or permit any proceeds of any loan to be used, directly or indirectly, by Borrower or any of its Subsidiaries or its or their respective directors, officers, employees and agents: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States; or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. C. General Definitions. In the paragraph titled "General Definitions," the following definitions are added and the remaining definitions renumbered accordingly: 2. "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. 7. "Legal Requirements" means any law, ordinance, decree, requirement, order, judgment, rule, Sanction, regulation (or interpretation of any of the foregoing) of any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court
or other tribunal having jurisdiction over the Bank, any Pledgor or any Obligor or any of its Subsidiaries or their respective Properties or any agreement by which any of them is bound. 16. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. 17. "Sanctioned Country" means, at any time, a country or territory which is the subject or target of any Sanctions. 18. "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. D. Representations by Borrower. In the paragraph titled "Representations by Borrower," Clauses (d) through (f) set forth below are inserted between the end of Clause (c) and the phrase "and, if the Borrower is not a natural Person:" (d) the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects; (e) none of (i) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from any Advance made under this Note, is a
Sanctioned Person; (f) no advance, letter of credit, use of proceeds or other transaction contemplated by the Related Documents will violate Anti-Corruption Laws or applicable Sanctions;