Nautilus 2015 Annual Report Download - page 76
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Please find page 76 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 4 Fixed Charge Coverage Ratio shall be determined for Borrower and its Subsidiaries on a consolidated basis. G. Section 5.2(N). Section 5.2(N) is deleted and the following substituted in its stead: N. Funded Debt to EBITDA Ratio. Permit its "Funded Debt to EBITDA Ratio" (hereinafter defined in this subsection) for any "Test Period" (hereinafter defined in this subsection) to be less than (1) for each Test Period ending from December 31, 2015 through September 29, 2016, 3.00 to 1.00, (2) for each Test Period ending from September 30, 2016 through September 29, 2017, 2.50 to 1.00 and (3) for each Test Period ending from and after September 30, 2017, 2.00 to 1.00. As used in this subsection, the term "Funded Debt to EBITDA Ratio" means its ratio of (a) total liabilities excluding (i) accounts arising from the purchase of goods and services in the ordinary course of business, (ii) accrued expenses or losses, and (iii) deferred revenues or gains, all computed as of the end of the Test Period, to (b) net income, plus amortization expense, plus depreciation expense, plus interest expense, plus income tax expense, plus non-cash stock based compensation, plus other non-cash, non-recurring expenses agreed to by Bank, minus other non- cash, non-recurring income as agreed to by Bank, all computed for the Test Period. As used in this subsection, the term "Test Period" means each period of four consecutive fiscal quarters. Notwithstanding anything else contained in the Credit Agreement, the Fixed Charge Coverage Ratio shall be determined for Borrower and its Subsidiaries on a consolidated basis. 5. Conditions Precedent to Effectiveness of Amendment. Notwithstanding anything contained herein to the contrary, this Amendment shall become effective as of December 31, 2015; provided that each of the following conditions is fully and simultaneously satisfied on or before December 31, 2015: 5.1 Delivery of Amendment. The
Borrower and the Bank shall have executed and delivered counterparts of this Amendment to each other, sufficient in number for distribution to the Borrower and the Bank; 5.2 Delivery of Term Note. The Borrower shall have executed and delivered to the Bank the Term Note; 5.3 Delivery of Guarantor Documents. A. OF Holdings. OF Holdings shall have executed and delivered to the Bank (1) that certain Continuing Guaranty made by OF Holdings in favor of the Bank dated as of December 31, 2015 (the "OF Holdings Guaranty") and (2) that certain Continuing Security Agreement made by OF Holdings in favor of the Bank dated as of December 31, 2015 (the "OF Holdings Security Agreement" and together with the OF Holdings Guaranty, together the "OF Holdings Documents"); B. Octane Fitness. Octane Fitness shall have executed and delivered to the Bank (1) that certain Continuing Guaranty made by Octane Fitness in favor of the Bank dated as of December 31, 2015 (the "Octane Fitness Guaranty") and (2) that certain Continuing Security Agreement made by Octane Fitness in favor of the Bank dated as of December 31, 2015 (the "Octane Fitness Security Agreement" and together with the Octane Fitness Guaranty, together the "Octane Fitness Documents"); 5.4 Acquisition. The Bank shall have received such evidence as the Bank shall request that all of the transactions contemplated under the Acquisition Agreement have been consummated in accordance in all material respects with the terms of the Acquisition Agreement. 5.5 Authorization. The Bank shall have received such evidence of corporate authority and action as the Bank shall request demonstrating that (A) the execution, delivery and performance of this Amendment and the Term Note has been duly authorized by the Borrower, (B) the execution, delivery and performance of the OF Holdings Documents has been duly authorized by OF Holdings, and (C) the execution, delivery and performance of the Octane Fitness Documents has been duly
authorized by Octane Fitness; 5.6 Representations. The representations of the Borrower and any other parties, other than the Bank, in the Related Documents are true on and as of the effective date of this Amendment;