<SEQUENCE>6

<FILENAME>amendlimwav.txt

<DESCRIPTION>AMENDMENT AND LIMITED WAIVER OF CREDIT AGREEMENT

<TEXT>

             SIXTH AMENDMENT AND LIMITED WAIVER WITH RESPECT TO

                              CREDIT AGREEMENT



This SIXTH AMENDMENT AND LIMITED WAIVER WITH RESPECT TO CREDIT AGREEMENT (this

"Amendment and Waiver") is dated as of April 7, 2005 by and among ICON HEALTH

& FITNESS, INC., a Delaware corporation ("Borrower"), the other Credit Parties

signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation

("Agent"), for itself as a Lender and as Agent for Lenders, and the other

Lenders signatory hereto. Unless otherwise specified herein, capitalized terms

used in this Amendment and Waiver shall have the meanings ascribed to them in

Annex A to the Credit Agreement (as hereinafter defined).



                                 RECITALS



WHEREAS, the Borrower, the other Credit Parties signatory thereto, the Agent and

the Lenders have entered into that certain Credit Agreement, dated as of April

9, 2002 (as amended, supplemented, restated or otherwise modified from time to

time, the "Credit Agreement");



WHEREAS, the Borrower and the other Credit Parties have requested that the Agent

and the Requisite Lenders agree to waive and amend certain provisions of the

Credit Agreement as set forth herein; and



WHEREAS, the Agent and the Requisite Lenders have agreed to amend and waive

certain provisions of the Credit Agreement as set forth herein.



NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements

contained herein and for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Agent, the Requisite Lenders,

the Borrower and the other Credit Parties agree as follows:



Section 1. Limited Waivers.



       (a) subject to the terms and conditions set forth herein, the Agent and

the Requisite Lenders hereby waive any breach or violation of the Credit

Agreement (and any resulting Event of Default pursuant to Section 8.1(f) of the

Credit Agreement) which have occurred solely as a result of Borrower's delivery

on December 25, 2004 of a Borrowing Base Certificate which contained information

which was untrue and incorrect in a material respect;



       (b) subject to the terms and conditions set forth herein, the Agent and

the Requisite Lenders hereby waive any breach or violation of Section 6.8 the

Credit Agreement (and any resulting Event of Default) which have occurred solely

as a result of (1) the sale by Jumpking of certain Inventory, Equipment and

other assets relating to Jumpking's business of manufacturing, marketing and

selling of hot tubs and spas ("Spa Business"), as more fully described on

Exhibit A hereto (collectively, "Spa Assets"), to Keys Backyard, L.P., a Texas

limited partnership ("Buyer") pursuant to that certain Purchase and Sale

Agreement, dated as of January 10, 2005, between Jumpking and Buyer, for an

aggregate purchase price equal to $4,550,000 ("Purchase Price"), which Purchase

Price was payable as follows: (x) a $1,000,000 portion of the Purchase Price was

payable in cash at closing ("Cash Portion") and (y) the remaining $3,550,000

portion of the Purchase Price shall be payable pursuant to a promissory note,

dated as of January 10, 2005, issued by Buyer to Jumpking ("Jumpking Promissory

Note"), and (2) the grant of a nonexclusive license by Jumpking (on a limited

basis) to Buyer of certain trade names solely for use in connection with the Spa

Business, as more fully described on Exhibit A hereto (the transactions referred

to under items (1) and (2) above are collectively, the "Jumpking Asset Sale").

It being acknowledged and agreed by the parties hereto that, upon the

consummation of the Jumpking Asset Sale, (1) the Cash Portion was applied to the

Revolving Loan notwithstanding the provisions of Section 1.3 of the Credit

Agreement, (2) Jumpking shall pledge and deliver to Agent of an original copy of

the Jumpking Promissory Note endorsed to Agent as additional security for the

Obligations (it being understood and agreed that the principal, interest and

other amounts paid by Buyer to Jumpking pursuant to the Jumpking Promissory Note

shall be paid and applied to the Revolving Loan notwithstanding Section 1.3 of

the Credit Agreement), and (3) all security interests held by Agent and the

Lenders in and to the Spa Assets were deemed released;



       (c) subject to the terms and conditions set forth herein, the Agent and

the Requisite Lenders hereby waive any breach or violation of the Credit

Agreement (and any resulting Event of Default) which have occurred solely as a

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC