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Exhibit
10.2
SECOND AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “ Amendment
”), dated as of March 31, 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 ”).
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 have requested
that Agent and the Lenders amend the Loan Agreement, which Agent
and the Lenders are willing to do pursuant to 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 definition of
“Revolver Commitment” in Section 1.1 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:
“ Revolver
Commitment : for any Lender, its obligation to make Revolver
Loans and to participate in LC Obligations up to the maximum
principal amount shown on Schedule 1.1(a) , or as hereafter
determined pursuant to each Assignment and Acceptance to which it
is a party. “ Revolver Commitments ” means the
aggregate amount of such commitments of all Lenders. Following the
Closing Date, the Revolver Commitments shall be automatically
increased on the date of any repayment of any portion of the Term
Loans to include the amount of such repayment; provided that
(i) unless the aggregate Revolver Commitments have been
increased pursuant to Section 2.1.7 , the Revolver
Commitments shall not exceed (A) during the period from the
Closing Date through the earlier to occur of the second Business
Day following Borrowers’ receipt of proceeds from the
Disclosed Sale or April 30, 2008, $100,000,000, or
(B) thereafter, $70,000,000, and (ii) in the event the
Revolver Commitments have been increased pursuant to
Section 2.1.7 , the Revolver Commitments shall not
exceed (A) during the period from the Closing Date through the
earlier to occur of the second Business Day following
Borrowers’ receipt of proceeds from the Disclosed Sale or
April 30, 2008, $125,000,000, or (B) thereafter,
$95,000,000.”
(b) The definition of
“Term Loan Maturity Date” in Section 1.1 of the
Loan Agreement is hereby amended and restated to read as
follows:
“ Term Loan Maturity
Date : the earliest to occur of (a) April 30, 2008,
(b) the date of consummation of the Disclosed Sale, or
(c) the closing date of the Proposed IP
Financing.”
(c) Section 2.1.7(a) of
the Loan Agreement is hereby amended and restated in its entirety
to read as follows:
“(a) 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
(i) during the period from the Closing date through the
earlier to occur of the second Business Day following
Borrowers’ receipt of proceeds from the Disclosed Sale or
April 30, 2008, $125,000,000, or (ii) thereafter,
$95,000,000, in the aggregate. At the time of sending such notice,
Borrowers (in consultation with Agent) shall specify the time
period within which each Lender is requested to respond (which
shall in no event be less than 10 Business Days from the date of
delivery of such notice to the Lenders). Each Lender shall notify
Agent within such time period whether or not it agrees to increase
its Commitment with respect to Loans and Letters of Credit and, if
so, whether by an amount equal to, greater than, or less than its
Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined
to increase such Commitment. Agent shall notify Borrowers and each
Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of the requested increase,
Agent may or Borrowers may, with the prior consent of Agent, invite
additional lending institutions that constitute Eligible Assignees
to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to Agent and its
counsel.”
(d) Section 5.3.1 of the
Loan Agreement is hereby amended and restated to read as
follows:
“5.3.1 Payment of
Principal . The principal amount of the Term Loans shall be
repaid as follows: (i) a principal payment in the amount of
$3,000,000 to be made on or before March 31, 2008, and
(ii) principal payments on the first Business Day of each
month in consecutive monthly installments of $513,889, commencing
on February 1, 2008 and continuing until the Term Loan
Maturity Date, on which date all principal, interest and other
amounts owing with respect to the Term Loans shall be due and
payable in full. Each installment shall be paid to Agent for the
Pro Rata benefit of Term Loan Lenders. Once repaid, whether such
repayment is voluntary or required, Term Loans may not be
reborrowed.”
2. Effectiveness of this
Amendment . The following shall have occurred before this
Amendment is effective:
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