Nautilus 2010 Annual Report Download - page 69

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EXHIBIT 10.32
The Hy Cite Merchant Agreement
This Hy Cite Merchant Agreement (" Agreement
") is made and entered into as of December 15, 2010 ("
Effective Date "), by and between Hy Cite Corporation, a Wisconsin Corporation (the “ Company ”)
and
Nautilus, Inc., a Washington corporation (the " Merchant
"). In consideration of the mutual promises,
covenants, and agreements set forth below and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Merchant and Company agree as follows:
Recitals
A.
Merchant engages in the sale of fitness equipment and other products.
B.
The Company is in the business of providing consumer financing for various consumer products.
C.
Merchant anticipates that, from time to time, it will desire to sell and assign certain consumer
credit agreements and related accounts and receivables to the Company, and the Company anticipates that,
from time to time, it will desire to purchase certain consumer credit agreements and related accounts and
receivables from the Merchant.
D.
To avoid delay and administrative duplication, the parties are entering into this Agreement
intending it to be a “master agreement”
between the parties to govern the anticipated repeated sale and
purchase transactions between the parties of credit agreements and related accounts and receivables. This
Agreement is not intended to require Merchant to sell and assign to the Company all or any certain quantity
credit agreements and related accounts and receivables nor to require the Company to purchase all or any
certain quantity of credit agreements and related accounts and receivables from Merchant.
Section 1. Definitions.
In addition to the words and phrases defined above and elsewhere in this Agreement, the following words
and phrases shall have the following meanings:
a.
" Account
" means the individual customer account established as a result of a Credit Sale under
the Program and includes all rights to the Account and to the related Credit Agreement and
receivables arising from the Account.
b.
“ Affiliate
" means any person or entity that is owned by, owns or is under common control with
the Company, Merchant or their respective ultimate parents.
c.
" Applicable Law
" means collectively or individually any applicable federal, state or local law, rule,
regulation or judicial, governmental or administrative order, decree, ruling, opinion or interpretation.
d.
" Business Day " means any day except Saturday or Sunday or any federal banking holiday.