FIRST AMENDMENT AGREEMENT
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 10 th day of March, 2006 among:
(a) NAUTILUS, INC., a Washington corporation (“Borrower”);
(b) the Lenders, as defined in the Credit Agreement, as hereinafter defined;
(c) KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders
under the Credit Agreement (“Agent”); and
(d) U.S. BANK NATIONAL ASSOCIATION, as syndication agent under the Credit Agreement.
WHEREAS, Borrower, Lenders and Agent are parties to that certain Credit Agreement, dated as of November 18, 2005, that
provides, among other things, for loans and letters of credit aggregating Sixty-Five Million Dollars ($65,000,000), all upon certain
terms and conditions (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”);
WHEREAS, Borrower has notified Agent and the Lenders that the following subsidiaries have merged with and into
-Nautilus Direct, Inc.
-The Nautilus Group Sales Corporation
-DFI Properties, LLC
-BFI Advertising, Inc.
-Nautilus/Schwinn Fitness Group Inc.
-DF Hebb Industries, Inc.
-Stairmaster Health & Fitness Products, Inc.
-Nautilus Human Performance Systems, Inc.
WHEREAS, Borrower, Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof
and add certain provisions thereto;
WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall
have the meaning given such term in the Credit Agreement; and
WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are
amended effective as of the date of this Amendment;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable
consideration, Borrower, Agent and the Lenders agree as follows:
1. Retroactive Amendment to Definitions . Article I of the C