FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.25

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”), dated as of March 10, 2009, 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 ”), and NAUTILUS INTERNATIONAL S.A. , a Swiss private share company (“ Swiss Borrower ”, and together with US Borrower, collectively, “ Borrowers ”).

RECITALS

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. Borrowers, Agent and the Lenders now wish to amend the Loan Agreement on the terms and conditions set forth herein.

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 which are hereby acknowledged, the parties hereby agree as follows:

1. Amendments to Loan Agreement .

(a) The grid set forth in the definition of “Applicable Margin” in Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

(b) The definition of “Availability Reserve” in Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

“ Availability Reserve : the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve (including, without limitation, a reserve in an amount determined appropriate by Agent in its discretion (in an amount not to exceed $50,000 if the Lien Waiver delivered in connection with such location on or around the Closing Date remains in full force and effect) in connection with the Bolingbrook, Illinois location of US Borrower, which reserve shall be in effect during any period beginning 180 days after the Closing Date that Borrower maintains Inventory or Equipment at that location); (c) the LC Reserve; (d) the Bank Product Reserve; (e) all accrued Royalties, whether or not then due and payable by a Borrower, unless Agent determines in its discretion that such Royalties are not necessary or useful to the liquidation or other disposition of any Collateral; (f) the aggregate amount of liabilities (other than inchoate liabilities) secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the Books and Records Block; (h) the Appraisal Reserve; (i) the Disclosed Sale Reserve; (j) commencing on the earlier of (i) the day on which US Borrower receives the Tax Refund or (ii) May 18, 2009, a reserve in the amount of $1,000,000 on account of payroll; (k) commencing on the earlier of (i) the day on which US Borrower receives the Tax Refund or (ii) May 18, 2009, a reserve in the amount of $1,000,000; and (l) such additional reserves, in such amounts and with respect to such matters, as Agent in its discretion may elect to impose from time to time.”

(c) The definition of “Borrowing Base” in Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

“ Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments, minus the LC Reserve; or (b) the sum of (i) the Accounts Formula Amount, plus (ii) the Inventory Formula Amount, plus (iii) the Foreign Assets Formula Amount, plus (iv) the Equipment Formula Amount, minus (vi) the Availability Reserve.”

(d) The definition of “Dominion Account” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ Dominion Account : a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes and into which proceeds of Accounts shall be deposited.”

(e) The definition of “EBITDA” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ EBITDA : determined on a consolidated basis for Borrowers and Subsidiaries, net income, calculated before (in each case, to the extent included in determining net income and to the extent incurred or attributable during the applicable measurement period) (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization expense, (iv) gains or losses arising from the sale of capital assets, (v) gains arising from the write-up of assets, (vi) any extraordinary gains, (vii) non-recurring charges during the month of December 2008 as listed on Schedule E hereto, (viii) up to $8,000,000 in non-cash expenses incurred during the first Fiscal Quarter of 2009 in connection with ^* , and

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(ix) up to $4,500,000 of expenses incurred during the first Fiscal Quarter of 2009 in connection with ^* .”

(f) Clause (a) of the definition of “Inventory Formula Amount” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“(a) $20,000,000; or”

(g) Clause (l) of the definition of “Permitted Asset Disposition” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“sale or Disposition of US Borrower’s real Property located at 12032 Highway 155N, Tyler, Texas for Net Proceeds not less than $1,700,000; or”

(h) The definition of “Trigger Period” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ Trigger Period : the period (a) commencing on the day that (i) an Event of Default occurs, (ii) Excess Availability is less than $10,000,000 for three consecutive Business Days or (iii) Excess Availability is less than $8,000,000 at any time; and (b) continuing until the day on which the Borrowers have maintained Excess Availability in excess of $15,000,000 for a period of 90 consecutive days; provided , however , that for the period commencing on the day that Agent receives evidence, in form and substance satisfactory to Agent, that US Borrower will receive a Federal Income Tax refund in an amount not less than $10,000,000 (the “ Tax Refund ”) and continuing until the earlier of (A) the day on which US Borrower receives such Tax Refund and (B) the day on which Agent determines, in its sole discretion, that US Borrower will not receive the Tax Refund or will receive less than the full Tax Refund, Trigger Period shall mean, the period (x) commencing on the day that (i) an Event of Default occurs, (ii) Excess Availability is less than $7,000,000 for three consecutive Business Days or (iii) Excess Availability is less $5,000,000 at any time; and (y) continuing until the day on which the Borrowers have maintained Excess Availability in excess of $15,000,000 for a period of 90 consecutive days.”

(i) The following definition is hereby added to Section 1.1 of the Loan Agreement in alphabetical order:

“ Appraisal Reserve : a reserve in the amount of (a) $500,000, during the period from March 10, 2009 through the earlier of (i) March 30, 2009 or (ii) the Business Day immediately following the day of receipt by Agent of an appraisal of Borrowers’ Inventory in form and substance satisfactory to Agent (a “ Satisfactory Appraisal ”); (b) if Agent has not received a Satisfactory Appraisal by March 31, 2009, 750,000, during the period from March 31, 2009 through the earlier of (i) April 14, 2009 or (ii) the Business Day immediately following receipt by Agent of a Satisfactory Appraisal; (c) if Agent has not received a Satisfactory Appraisal by April 15, 2009, 1,000,000, during the period from April 15, 2009 through the Business Day immediately following receipt by Agent of a Satisfactory Appraisal; and (d) in all cases, $0, the Business Day immediately following receipt by Agent of a Satisfactory Appraisal.”

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(j) “Availability Block” is hereby deleted from Section 1.1 of the Loan Agreement.

(k) The first sentence of Section 2.1.7(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Provided there exists no Default or Event of Default, upon notice to Agent (which shall promptly notify the Lenders), Borrowers may request an increase in the Revolver Commitments to an amount not more than $55,000,000, in the aggregate.”

(l) Section 3.2.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ Unused Line Fee . Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to 0.50% per annum times the amount by which the Revolver Commitments exceed the average daily balance of Revolver Loans and stated amount of Letters of Credit during any month. Such fee shall be payable in arrears, on the first day of each month and on the Commitment Termination Date.”

(m) The first sentence of Section 5.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“The ledger balance in the main Dominion Account of US Borrower as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day.”

(n) Section 7.2.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ Deposit Accounts . To further secure the prompt payment and performance of all Obligations, US Borrower hereby gr