Nautilus 2007 Annual Report Download - page 205

(b) 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, and (vi) any extraordinary gains, (vii) fees incurred by Borrowers
in connection with entering into this Agreement and the Loan Documents in an aggregate amount not to exceed $700,000, (viii) legal
fees and expenses incurred by US Borrower during the fourth Fiscal Quarter of 2007 or the first Fiscal Quarter of 2008 in connection
with the proxy dispute between US Borrower, its directors and Sherborne Investors, L.P. in an aggregate amount not to exceed
$2,700,000, (ix) a write-down of Intellectual Property and associated goodwill taken on or before the last day of the first Fiscal
Quarter of 2008 in connection with the Disclosed Sale in an amount not to exceed $17,500,000, (x) a non-cash inventory write-down
taken on or before the last day of the fourth Fiscal Quarter of 2007 in an amount not to exceed $400,000, (xi) up to $600,000 in
expenses (no more than $150,000 of which expenses shall be cash expenses) incurred during the first Fiscal Quarter of 2008 in
connection with closure of Borrowers’ Australia direct operations, (xii) up to $1,000,000 in expenses incurred during the first Fiscal
Quarter of 2008 in connection with closure of Borrowers’ Italy operations, (xiii) up to $1,000,000 in expenses (no more than
$400,000 of which expenses shall be cash expenses) incurred during the first and second Fiscal Quarters of 2008 in connection with
closure of Borrowers’ Bolingbrook, Illinois distribution center, (xiv) a non-cash write-
off of up to $1,200,000 taken during the fourth
Fiscal Quarter of 2007 in connection with the abandonment of the License with Lance Armstrong, (xv) a non-cash charge of up to
$1,890,000 taken during the fourth Fiscal Quarter of 2007 in connection with the elimination of Borrowers’ EV9.16 product line,
(xvi) a non-cash charge of up to $300,000 taken during the fourth Fiscal Quarter of 2007 in connection with the elimination of
Borrowers’ fitness advisor product, (xvii) up to $1,000,000 in expenses actually incurred during the first and second Fiscal Quarters
of 2008 in connection with Borrowers’ future employee reductions, (xviii) a non-cash charge of up to $1,100,000 taken during the
fourth Fiscal Quarter of 2007 in connection with the elimination of Borrowers’ TC9.16 product line, (xix) a non-cash warranty
accrual taken during the fourth Fiscal Quarter of 2007 relating to discontinued items in an amount up to $1,000,000, (xx) a non-cash
write-off of up to $3,000,000 taken during the fourth Fiscal Quarter of 2007 in connection with the abandonment or non-use of
certain ICON patents; (xxi) an accrual taken in the first Fiscal Quarter of 2008 in connection with future warranty costs resulting
from outsourcing of warranty processing in an amount up to $3,000,000; (xxii) a non-cash write-off in an amount not to exceed
$19,400,000 taken during the fourth Fiscal Quarter of 2007 relating to costs and payments incurred in connection with the
LandAmerica Acquisition; and (xxiii) a warranty accrual taken during the fourth Fiscal Quarter of 2007 relating to the discontinued
Treadclimber 9.16 line in an amount up to $12,000,000.”
(c) 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
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