Nautilus 2009 Annual Report Download - page 274

CREDIT AGREEMENT
This CREDIT AGREEMENT (the “Agreement”) dated March 8, 2010, is by and between BANK OF THE WEST (the “Lender”)
and NAUTILUS, INC., a Washington corporation (“Borrower”).
RECITALS
A. Borrower has requested that Lender extend a $15,000,000 revolving credit facility, with a $10,000,000 sublimit for letters of
credit, to Borrower.
B. Lender is willing to provide Borrower with the credit facilities requested, subject to the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Lender and
Borrower agrees as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms . As used in this Agreement, the following terms have the following meanings:
“ Accounts ” means all accounts (as defined in RCW 62A.9A-102(a)(2) (or any successor statute)) of Borrower.
“ Adjusted Continuing Business EBITDA ” means, for any measurement period in question, Continuing Business EBITDA plus
restructuring charges, Mobia launch charges, asset (including intellectual property) impairment charges related to the Continuing Business, and
transaction costs and expenses incurred in connection with this Agreement and in connection with the termination of Borrower’s previous senior
revolving credit facility.
“ Adjustment Date ” means June 1, 2010, and, thereafter, the first day of each month following the delivery of the Quarterly
Compliance Certificate.
“ Affiliate ” means any Person (a) that directly or indirectly controls, is controlled by, or is under common control with Borrower;
provided that, Affiliate will not include Persons that would otherwise be Affiliates solely because of common control by Borrower’s
shareholders if such Persons are portfolio companies independently operated by such shareholders, (b) that directly or indirectly owns or holds
10 percent or more of any class of voting stock of Borrower, or (c) 10 percent or more of the voting stock of which is directly or indirectly
owned or held by Borrower. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities or interests, by contract, or otherwise.
“ Agreement ” means this Credit Agreement, and any amendments, extensions, modifications, renewals, replacements, or
restatements thereof.
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