FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT WAIVER (this “ Amendment ”), dated as of
February 29, 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. 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 (together with any breach of a representation or warranty resulting from such Event
of Default, the “ Known Existing Default ”).
D. Borrowers have requested that Agent and the Lenders amend the Loan Agreement and waive the Known Existing
Default, all of which Agent and the Lenders are willing to do pursuant to the terms and conditions set forth herein.
E. Borrowers are entering into this Amendment 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 Amendment.
NOW, THEREFORE, in consideration of the fo