THIS FORBEARANCE AGREEMENT (this “ Agreement ”), dated as of February 15, 2008, is entered into among Bank of
America, N.A., as agent for the Lenders (“ Agent ”), the Lenders party hereto, Nautilus, Inc., a Washington corporation (“ US
Borrower ”), and Nautilus International S.A., a , a Swiss private share company (“ Swiss Borrower ”; with US Borrower,
collectively, “ Borrowers ”).
A. Borrowers, Agent and the financial institutions from time to time party thereto as lenders (“ Lenders ”) have previously
entered into that certain Loan and Security Agreement dated as of January 16, 2008 (the “ Loan Agreement ”), pursuant to
which Agent and the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein
without definition shall have the meanings ascribed to them in the Loan Agreement.
B. An Event of Default has occurred and is continuing under the Loan Agreement due to Borrower’s failure to achieve
EBITDA, when measured for the period commencing October 1, 2007 and ending December 31, 2007, of at least $0, as required
under Section 10.3.1 of the Loan Agreement (the “ Known Existing Default ”).
C. Borrowers have asked Agent and the Lenders to forbear from exercising its rights and remedies under the Loan
D. Agent and Lenders are willing, for a limited period of time and on the terms and conditions set forth herein, to forbear
from exercising its rights and remedies under the Loan Agreement with respect to the Known Existing Default.
F. Each Borrower is entering into this Agreement with the understanding and agreement that, except as specifically
provided herein, none of Agent’s or any Lender’s rights or remedies as set forth in the Loan Agreement is being waived or
modified by the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of whic