FORM OF INDEMNIFICATION AGREEMENT dated as of April [ ], 2004 between INTERACTIVE HEALTH, INC. (the “Company”), and (“Indemnitee”)Indemnification Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware
WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2004 • Interactive Health, Inc. • California
This Agreement, dated as of August 22, 2003, is between Interactive Health, Inc., a Delaware corporation, (together with its subsidiaries whether currently existing or hereafter acquired or formed, “IH”), and Andrew Cohen (“Executive”). IH and Executive agree to the following terms and conditions of employment.
THIRD AMENDMENT TO INTERACTIVE HEALTH LLC CREDIT AGREEMENT AND CONSENTCredit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
This Third Amendment to Credit Agreement (“Third Amendment and Consent”) is made as of this 22nd day of March, 2004 by and among Interactive Health LLC, a Delaware limited liability company (“Company”) and Comerica Bank, a Michigan banking corporation (“Bank”).
GUARANTYGuaranty • April 29th, 2004 • Interactive Health, Inc. • Michigan
This GUARANTY is made as of this 13th day of February, 2004 by the undersigned guarantors (each a “Guarantor” and any and all collectively, the “Guarantors”) to Comerica Bank (“Bank”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2004 • Interactive Health, Inc. • New York
AGREEMENT (this “Agreement”), dated as of August 22, 2003, by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF and WPDF, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Warrant Purchasers and Whitney V, the “Purchasers”).
By this letter, we seek to confirm the understandings and oral agreements between Daito-Osim Health Care Appliances (Suzhou) Co., Ltd. (“Daito-Osim”), a Chinese corporation, and Daito Denki Kogyo (“Daito Denki”), a Japanese Kubushiki Kaisha, also...Distribution Agreement • April 29th, 2004 • Interactive Health, Inc.
In particular, in connection with the Distribution Agreement dated as of August 24, 2000, by and between Daito-Osim and IH, as amended by the First Amendment to Distribution Agreement dated February 2003 and the side-letter dated June 12, 2003 (as amended, the “Distribution Agreement”), it is understood and agreed that, for the term of the Distribution Agreement:
Option to Renew ORIGINAL Ben and Ariela LaweeTerm and Improvement Agreement for Extended Term • April 29th, 2004 • Interactive Health, Inc.
FORM OF NONQUALIFIED OPTION AGREEMENTNonqualified Option Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware
NONQUALIFIED OPTION AGREEMENT (this “Agreement”) is entered into as of the by and between Interactive Health, Inc., a Delaware corporation (the “Company”), and the undersigned employee (the “Employee”) of the Company or its Subsidiaries.
INTERACTIVE HEALTH LLC CREDIT AGREEMENT DATED AS OF DECEMBER 30, 2003 COMERICA BANKCredit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
THIS CREDIT AGREEMENT, made as of the 30th day of December, 2003, by and between INTERACTIVE HEALTH LLC, a Delaware limited liability company (herein called “Company”) and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called “Bank”).
PARENT PLEDGE AGREEMENTParent Pledge Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
THIS PARENT PLEDGE AGREEMENT (“Agreement”), made as of this 13th day of February, 2004, by and between Interactive Health, Inc., a Delaware corporation (the “Pledgor”), and Comerica Bank, a Michigan banking corporation (herein called “Bank”). The addresses for Pledgor and Bank are set forth on the signature pages.
PLAZA SUITES INTERNATIONAL HOME FURNISHINGS MARKETSpace Application and Contract • April 29th, 2004 • Interactive Health, Inc. • North Carolina
Company:Interactive Health (Exhibitor), Contact:Andrew Cohen Address:3030 Walnut Avenue City:Long Beach State:CA Zip:90807 Country: Phone:1-800-742-5493 Fax:562-426-9690
Second Amendment February 13, 2004Credit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
November 11, 2003Commission Agreement • April 29th, 2004 • Interactive Health, Inc.
This letter shall constitute our understanding and agreement between, Daito Mingsi Inc., and, Interactive Health, LLC, (hereinafter referred to as, “IH”), a subsidiary of Whitney & Company regarding the following:
REGISTRATION RIGHTS AGREEMENT by and among INTERACTIVE HEALTH LLC and INTERACTIVE HEALTH FINANCE CORP. and INTERACTIVE HEALTH, INC. and JEFFERIES & COMPANY, INC. and IMPERIAL CAPITAL LLC Dated as of March 26, 2004Registration Rights Agreement • April 29th, 2004 • Interactive Health, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2004, by and among (i) Interactive Health LLC, a Delaware limited liability company (the “Company”), and Interactive Health Finance Corp., a Delaware corporation (“Finance” and together with the Company, the “Issuers”), (ii) Interactive Health, Inc., a Delaware corporation and the sole member of the Company (“Parent”), and (iii) Jefferies & Company, Inc. and Imperial Capital LLC (together, the “Initial Purchasers”), which have agreed to purchase the Issuers’ 71/4% Senior Notes due 2011 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).
DISTRIBUTION AGREEMENTDistribution Agreement • April 29th, 2004 • Interactive Health, Inc. • California
THIS DISTRIBUTION AGREEMENT (“Agreement”), dated as of August 24, 2000, 2000, is by and between DAITO-OSIM HEALTH CARE APPLIANCES (SIZHOU) CO., LTD., a Chinese corporation, having its principal place of business at NO. 16 SuTong Rd., Suzhou, Jiangsu, P.R. China 215006 (“Supplier”), and INTERATIVE HEALTH LLC, a California limited liability company, having its principal place of business at 3030 Walnut Ave., Long Beach, CA 90807, United States of America (“Distributor”).
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware
AGREEMENT (this “Agreement”), dated as of August 22, 2003, by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF and WPDF, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Whitney Funds, the “Stockholders” and each individually, a “Stockholder”).
INTERACTIVE HEALTH LLC INTERACTIVE HEALTH FINANCE CORP. and each of the Guarantors party hereto 7¼% SENIOR NOTES DUE 2011Indenture • April 29th, 2004 • Interactive Health, Inc. • New York
INDENTURE dated as of March 26, 2004, among Interactive Health LLC, a Delaware limited liability company, Interactive Health Finance Corp., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.
LOGO] OPTION(S) TO EXTEND ADDENDUM TO STANDARD LEASELease Agreement • April 29th, 2004 • Interactive Health, Inc.
AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENTSecurityholders Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware
This Amendment No. 1 (this “Amendment”) to the Securityholders Agreement, dated as of August 22, 2003 (the “Agreement”), by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), GREENLEAF MEZZANINE CAPITAL, L.P., a Delaware limited partnership (“GMC”) and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF, WPDF and GMC, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Whitney Funds, the “Stockholders” and each individually, a “Stockholder”) is entered into as of this 18th day of February, 2004, to be effective upon the
SECURITY AGREEMENTSecurity Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of February 13, 2004, is entered into by and between Interactive Health LLC, a Delaware limited liability company (“Company”) and such other entities which from time to time become parties hereto (collectively, including the Company, the “Debtors” and individually each a “Debtor”) and Comerica Bank, a Michigan banking corporation (“Bank”). The addresses for the Debtors and the Bank are set forth on the signature pages.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Standard Industrial/Commercial Multi-Tenant Lease • April 29th, 2004 • Interactive Health, Inc.
FIRST AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • April 29th, 2004 • Interactive Health, Inc. • California
This First Amendment to Distribution Agreement (this “Amendment”), is made as of February ,2003 between each of the undersigned and amends that certain Distribution Agreement dated as of August 24, 2000 (the “Distribution Agreement”), by and between DAITO-OSIM HEALTH CARE APPLIANCES (SUZHOU) CO., LTD.; a Chinese corporation, having its principal place of business at No. 16 SuTong Rd., Suzhou, Jiangsu, P.R. China 215006 (“Supplier”), and INTERACTIVE HEALTH LLC, a California limited liability company, having its principal place of business at 3030 Walnut Ave., Long Beach, CA 90807, United States of America (“Distributor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agreement.
First Amendment January 30, 2004Credit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan
Re: First Amendment (“First Amendment”) to Interactive Health LLC Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) dated as of December 30, 2003 by and between Interactive Health LLC (“Company”) and Comerica Bank (“Bank”)
