CONSENT AND AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
This Consent and Amendment No. 2 to Revolving Credit Agreement
dated as
of November 30, 2006 (this "Agreement") is entered into among ICON
Health &
Fitness, Inc., a Delaware corporation (the "Borrower"), the other
Credit Parties
signatory hereto, the lenders party hereto (the "Lenders") and Bank
of America,
N.A., as agent for the Lenders (the "Administrative Agent").
Capitalized terms
used herein but not defined herein shall have the meanings provided
in the
Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Credit Parties, the Lenders and the Administrative
Agent
are parties to that certain Revolving Credit Agreement dated as of
October 31,
2005 (as amended, restated, supplemented or otherwise modified from
time to
time, the "Credit Agreement");
WHEREAS, the Credit Parties, the Lenders and the Administrative
Agent
have agreed, on the terms and conditions set forth herein, to amend
certain
provisions of the Credit Agreement;
WHEREAS, the Credit Parties have requested that the Administrative
Agent
and Lenders consent to the First Supplemental Indenture attached
hereto as
Exhibit A (the "Supplemental Indenture") to the Subordinated
Indenture; and
WHEREAS, the Required Lenders and the Administrative Agent are
willing
to amend the Credit Agreement and consent to the First Supplemental
Indenture,
but only on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and for other good
and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Subject to the conditions precedent set
forth in
Section 3 hereof, the Credit Agreement is hereby amended as
follows:
(a) The Credit Agreement is hereby amended by deleting the
definition of
"Indenture Borrowing Base Report" contained in Section 1.1 thereof
and
substituting in lieu thereof the following new definition:
"Indenture Borrowing Base Report. A report signed by the chief
financial
officer or cash manager of the Borrower demonstrating calculation
of the
"Borrowing Base" (as defined in the Subordinated Indenture) as of
the last day
of the most recently ended Fiscal Quarter (or such other date as
may be elected
by the Borrower pursuant to the Subordinated Indenture) and the
amount of
Indebtedness incurred pursuant to Sections 4.09(b)(1) and
4.09(b)(13) of the
Subordinated Indenture as of the date of such report, in the form
of Exhibit E-1
hereto."
(b) The Credit Agreement is hereby further amended by deleting
clause
(f) of Section 7.4 and substituting in lieu thereof the following
new clause
(f):
"(f) as soon as available and in any event no later than five
(5)
Business Days after the last day of each Fiscal Quarter (or with
greater
frequency (x) to the extent required under the terms of the
Subordinated Debt
Documents or (y) in the event that the Borrower elects, pursuant to
the terms
of the Subordinated Indenture, to update the calculation of the
Indenture
Borrowing Base), an Indenture Borrowing Base Report as of the last
day of such
Fiscal Quarter or such other date;"
SECTION 2. Consent. Subject to the conditions precedent set forth
in
Section 3 hereof, notwithstanding Section 8.15 of the Credit
Agreement, the
Required Lenders and
