THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “ Amendment ”), dated as
of May 5, 2008, is entered into by and among the financial institutions signatory hereto (each a “ Lender ” and collectively the “
Lenders ”), BANK OF AMERICA, N.A. , as administrative agent for the Lenders (in such capacity, “ Agent ”), NAUTILUS, INC.
, a Washington corporation (“ US Borrower ”), NAUTILUS INTERNATIONAL S.A. , a Swiss private share company (“ Swiss
Borrower ”, and together with US Borrower, collectively, “ Borrowers ”).
A. Borrowers, Agent and the Lenders have previously entered into that certain Loan and Security Agreement dated as of
January 16, 2008 (as amended, supplemented, restated and modified from time to time, the “ Loan Agreement ”), pursuant to
which 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. US Borrower has informed Agent and the Lenders that it intends to repurchase up to $10,000,000 of US Borrower’s
outstanding capital stock as recently approved by the Board of Directors of US Borrower (the “ Stock Repurchase ”).
C. Borrowers, Agent and the Lenders now wish to amend the Loan Agreement and consent to the Stock Repurchase (as
defined below) on the terms and conditions set forth herein.
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 which are hereby acknowledged, the parties hereby agree as follows:
1. Amendments to Loan Agreement .
(a) The definition of “Availability Block” in Section 1.1 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:
“ Availability Block : a block in an amount equal to the Real Estate Formula Amount.”
(b) The definition of “EBITDA” in Secti