Exhibit 10.21 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 27th day of September, 1999, by and between ICON Health & Fitness, Inc., a Delaware corporation ("ICON"), HF Holdings, Inc., a Delaware...Management Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Delaware
ICON HEALTH & FITNESS, INC., as IssuerIndenture • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • New York
ARTICLE III CERTIFICATE OF INCORPORATION AND BY-LAWSMerger Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec
Exhibit 10.10 HF HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of September 27, 1999 TABLE OF CONTENTS 1. DEFINITIONS..............................................................2 1.1. Certain...Stockholders Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Delaware
Exhibit 10.4 HF INVESTMENT HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 27, 1999 HF INVESTMENT HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TABLE OF CONTENTSLimited Liability Company Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • New York
Exhibit 10.11 EMPLOYMENT AGREEMENT entered on the 27th day of September, 1999. AMONG: HF HOLDINGS, INC., a Delaware corporation. ("COMPANY") ICON HEALTH & FITNESS, INC., a Delaware corporation. ("SUBSIDIARY") SCOTT R. WATTERSON, acting in his personal...Employment Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Utah
CREDIT AGREEMENT Dated as of September 24, 1999 among ICON HEALTH & FITNESS, INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, GENERAL ELECTRIC CAPITAL...Credit Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Illinois
ARTICLE I.Securities Purchase Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Delaware
Exhibit 10.19 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 27th day of September, 1999, by and between Icon Health & Fitness, Inc., a Delaware corporation ("ICON"), HF Holdings, Inc., a Delaware...Management Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Massachusetts
as of September 27, 1999 THIS CERTIFIES that, for value received, Credit Suisse First Boston Management Corporation, a Delaware corporation ("CSFB"), is the owner of this Warrant to purchase from HF INVESTMENT HOLDINGS, LLC, a Delaware limited...Warrant Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • New York
REGISTERED REGISTERED THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,...Security Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec
Exhibit 10.12 EMPLOYMENT AGREEMENT entered on the 27th day of September, 1999. AMONG: HF HOLDINGS, INC., a Delaware corporation. ("COMPANY") ICON HEALTH & FITNESS, INC., a Delaware corporation. ("SUBSIDIARY") GARY E. STEVENSON, acting in his personal...Employment Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Utah
RECITALS:Omnibus Amendment Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • New York
ARTICLE ISubscription and Stock Purchase Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Delaware
QUEBEC GUARANTYGuaranty • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec
Exhibit 10.15 PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (the "Agreement"), dated as of September 27, 1999 is made by Scott R. Watterson, an individual (the "Grantor"), and HF Holdings, Inc., a Delaware corporation (the...Pledge and Security Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Utah
U.S. $990,660 September 27, 1999 New York, New YorkNon-Recourse Note • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Utah
TAX AGREEMENTTax Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • Delaware
by and betweenExchange and Registration Rights Agreement • March 31st, 2000 • 510152 N B LTD • Sporting & athletic goods, nec • New York
