Exhibit 10.2
Execution Copy
SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “ Amendment ”),
dated as of June 12, 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 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 any day after June 12, 2009 when the aggregate amount
of all outstanding Loans (excluding any fees, interest and expenses
owing pursuant to this Agreement in an amount not to exceed
$100,000 in the aggregate at any time) has been equal to zero for
the prior 30 consecutive days and the outstanding LC Obligations
have not exceeded the LC Cap for the prior 30 consecutive days,
Trigger Period shall mean, the period (x) commencing on the
day that (i) an Event of Default occurs, (ii) Excess
Availability is less than $8,000,000 for three consecutive Business
Days or (iii) Excess Availability is less $6,000,000 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.”
(b) The following definitions are
hereby added to Section 1.1 of the Loan Agreement in
alphabetical order:
“ LC Cap : an amount
equal to $7,000,000.”
2. Effectiveness of this
Amendment . The following shall have occurred before this
Amendment is effective:
(a) Amendment . Agent shall
have received this Amendment fully executed in a sufficient number
of counterparts for distribution to all parties.
(b) Representations and
Warranties . The representations and warranties set forth
herein must be true and correct.
(c) No Default . No event has
occurred and is continuing that constitutes an Event of
Default.
(d) Other Required
Documentation. All other documents and legal matters in
connection with the transactions contemplated by this Amendment
shall have been delivered or executed or recorded and shall be in
form and substance satisfactory to Agent.
3. Representations and
Warranties . Each Borrower represents and warrants as
follows:
(a) Authority . Such Borrower
has the requisite corporate power and authority to execute and
deliver this Amendment, and to perform its obligations hereunder
and under the Loan Documents (as amended or modified hereby) to
which it is a party. The execution, delivery and performance by
such Borrower of this Amendment have been duly approved by all
necessary corporate action and no other corporate proceedings are
necessary to consummate such transactions.
(b) Enforceability . This
Amendment has been duly executed and delivered by such Borrower.
This Amendment and each Loan Document to which such
Borrower
