Nautilus 2007 Annual Report Download - page 198

Exhibit 10.29
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT (this “ Agreement ”), dated as of February 15, 2008, is entered into among Bank of America,
N.A., as agent for the Lenders (
“ Agent ”), the Lenders party hereto, Nautilus, Inc., a Washington corporation (“ US Borrower ”), and Nautilus
International S.A., a , a Swiss private share company (“ Swiss Borrower ”; with US Borrower, collectively, “ Borrowers ”).
RECITALS
A. Borrowers, Agent and the financial institutions from time to time party thereto as lenders (“ Lenders ”)
have previously entered into that
certain Loan and Security Agreement dated as of January 16, 2008 (the “ Loan Agreement ”), pursuant to which Agent and 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. An Event of Default has occurred and is continuing under the Loan Agreement due to Borrower’s failure to achieve EBITDA, when
measured for the period commencing October 1, 2007 and ending December 31, 2007, of at least $0, as required under Section 10.3.1 of the
Loan Agreement (the “ Known Existing Default ”).
C. Borrowers have asked Agent and the Lenders to forbear from exercising its rights and remedies under the Loan Agreement.
D. Agent and Lenders are willing, for a limited period of time and on the terms and conditions set forth herein, to forbear from exercising
its rights and remedies under the Loan Agreement with respect to the Known Existing Default.
F. Each Borrower is entering into this Agreement with the understanding and agreement that, except as specifically provided herein, none
of Agent’s or any Lender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Agreement.
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. Incorporation of Recitals . Each of the above recitals is expressly incorporated herein and is represented by Borrowers to be true and
correct.
2. Reaffirmation of Obligations . Each Borrower hereby acknowledges that the Loan Documents and the Obligations constitute the valid
and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, and each Borrower
hereby reaffirms its obligations under the Loan Documents. Agent’s and Lenders’ entry into this Agreement or any of the documents referenced
herein, Agent’s or any Lender’s negotiations with any party with respect to any Loan Document, Agent’s or any Lender’s conduct of any
analysis or investigation of any collateral for the Obligations or any Loan Document, Agent’s or any Lender’s acceptance from Borrower or any
other party of any payments made to Agent or such Lender prior to the date hereof, or any other action or failure to act on the part of Agent or
any Lender shall not constitute (a) a modification of any Loan Document, or (b) a waiver of any Default or Event of Default under the Loan
Documents, including, without limitation, the Known Existing Default, or a waiver of any term or provision of any Loan Document.