8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  January 3, 2007 (December 28, 2006)

ICON HEALTH & FITNESS, INC.
(Exact Name of Registrant as Specified in Its Charter)

COMMISSION FILE NUMBER:  333-93711

DELAWARE	87-0531206
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

1500 South 1000 West

Logan, UT, 84321

(Address and Zip Code of Principal Executive Offices)

(435) 750-5000
(Registrant's Telephone Number, Including Area Code)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1 of 3

Item 1.01

Entry into a Material Definitive Agreement

On December 28, 2006, ICON Health & Fitness, Inc. (the “Company“) entered into a First Supplemental Indenture (the “Supplemental Indenture“) with The Bank of New York Trust Company, N.A., as trustee (the “Trustee“), which amends the indenture (the “Indenture“), dated as of April 9, 2002, governing the Company’s 11.25% Senior Subordinated Notes due 2012 (the “Notes“). The Supplemental Indenture deletes the covenant in the Indenture that requires the Company to file annual, quarterly and other reports with the Trustee for the Notes and amends certain of the definitions and other provisions contained in the indenture related to the Company's ability to incur indebtedness. The Supplemental Indenture is attached hereto as Exhibit 4.1A and is incorporated herein in its entirety. Pursuant to the terms of the Supplemental Indenture, the Company also agreed to pay a total of $970,000 in additional special interest to the holders of the Notes. The additional special interest payment was made on January 2, 2007, which was the regularly scheduled interest payment date, to holders of the Notes as of November 30, 2006. As a result of the Supplemental Indenture, the Company entered into an Amendment No. 2 (the “Credit Agreement Amendment“) to the Revolving Credit Agreement, dated as of October 31, 2005 (the “Credit Agreement“), between the Company, the other Credit Parties thereto, the lenders party thereto and Bank of America, N.A., as agent for the Lenders (the “Administrative Agent“). The Company also entered into an Amendment No. 2 (the “Junior Term Agreement Amendment“) to the Junior Term Loan Credit Agreement, dated as of October 31, 2005 (the “Junior Term Agreement“), between the Company and Back Bay Capital Funding, LLC. The Credit Agreement Amendment and the Junior Term Agreement Amendment modify the Credit Agreement and Junior Term Agreement, respectively, by, among other things, consenting to the Supplemental Indenture. The Credit Agreement Amendment and the Junior Term Agreement Amendment are attached hereto as Exhibits 10.66B and 10.67 B, respectively, and are incorporated hereto in their entirety.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
	The information under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
4.1A	First Supplemental Indenture, dated December 28, 2006.
10.66B	Consent and Amendment No. 2 to the Revolving Credit Agreement, dated November 30, 2006.
10.67B	Consent and Amendment No. 2 to the Junior Term Loan Credit Agreement, dated November 30, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ICON HEALTH & FITNESS, INC.

By: /s/ S. Fred Beck

Name: S. Fred Beck

Title:   Chief Financial Officer

Date:   January 3, 2007

2 of 3

EXHIBIT INDEX

Exhibit
Number Description                                                                                                      

4.1A First Supplemental Indenture, dated December 28, 2006.

10.66B Consent and Amendment No. 2 to the Revolving Credit Agreement, dated November 30, 2006.

10.67B Consent and Amendment No. 2 to the Junior Term Loan Credit Agreement, dated November 30, 2006.

3 of 3

EX-4

                          FIRST SUPPLEMENTAL INDENTURE

        FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
December 28, 2006, among ICON Health & Fitness, Inc. a Delaware corporation
(the "Company"), the Guarantors (as defined in section 1.01 of the Indenture
referred to below) and The Bank of New York Trust Company, N.A., as trustee
under the Indenture referred to below (the "Trustee").

                                   WITNESSETH

        WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 9, 2002, providing
for the issuance of an aggregate principal amount of $155,000,000 of 11 1/4%
Senior Subordinated Notes due 2012 (the "Notes");

        WHEREAS, Section 9.02 of the Indenture provides, among other things,
that the Company and the Trustee may amend or supplement the Indenture and the
Notes "with the consent of the Holders of at least a majority in principal
amount of the Notes (including, without limitation, Additional Notes, if any)
then outstanding voting as a single class" (the "MAJORITY HOLDERS");

        WHEREAS, the Company intends to amend certain provisions in the
Indenture (the "PROPOSED AMENDMENTS");

        WHEREAS, the Majority Holders have consented to the Proposed Amendments;

        WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly authorized and all conditions and requirements necessary to make this
Supplemental Indenture a valid and binding agreement of the Company have been
duly performed and complied with; and

        WHEREAS, pursuant to Section 9.02 and 9.06 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

        NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Notes as follows:

                                   ARTICLE I
                            AMENDMENTS TO INDENTURE

        Section 1.01. AMENDMENT OF ARTICLE 1. Article 1 of the Indenture and any
corresponding provisions in the Notes are modified as provided herein:

        (a) Section 1.01 (Definitions), Definition "Borrowing Base" shall be
deleted in its entirety and replaced with the following:

        "Borrowing Base" means, as of any date, an amount equal to:

        (1) 85% of the face amount of all accounts receivable owned by the
        Company and the Guarantors as of the end of the most recent fiscal
        quarter preceding such date that were not more than 90 days past due
        determined either (a) as of the end of the most recent fiscal quarter
        preceding such date, or (b) at the Company's option, any date subsequent
        to such fiscal quarter end date; plus

        (2) 60% of the book value of all inventory owned by the Company and the
        Guarantors during the period of December 1 through June 30 of any
        fiscal year or 70% of the book value of all inventory owned by the
        Company and its Restricted Subsidiaries during the period from July 1
        through November 30 of any fiscal year, in each case determined either
        (a) as of the end of the most recent fiscal quarter preceding such
        date, or (b) at the Company's option, any date subsequent to such
        fiscal quarter end date;

        provided, however, that any accounts receivable owned by a Receivables
        Subsidiary, or which the Company or any Guarantor has agreed to transfer
        to a Receivables Subsidiary, shall be excluded for purposes of
        determining such amount."

        (b) Section 1.01 (Definitions), Definition "Permitted Refinancing
Indebtedness" shall be amended by inserting the following additional paragraph
at the end thereof and making any and all necessary changes in punctuation to
reflect the insertion of such additional paragraph:

        "(5) such Permitted Refinancing Indebtedness does not: (i) utilize a
        rate of interest higher than the indebtedness being replaced, renewed
        refinanced or extended; (ii) utilize an amortization schedule which is
        more rapid or shorter in thime than the indebtedness being replaced,
        renewed, refinanced or extended; or (iii) contain security or default
        terms which taken as a whole, are materially less favorable to the
        Company or the Guarantors than those applicable to the indebtedness
        being replaced, renewed, refinanced or extended."

        Section 1.02. AMENDMENT OF ARTICLE 4. Article 4 of the Indenture and any
corresponding provisions in the Notes are modified as provided herein:

        (a) Section 4.01 (Payment of Notes) shall be amended by inserting the
following additional paragraph at the end thereof:

        "In addition to the regularly scheduled, semi-annual, interest payment
        to be made on January 1, 2007, the Company will make an additional one
        time special interest payment equal to 0.625806456% of the principal
        amount of the Notes to the persons who are the registered Holders of
        the Notes at the close of business on November 30, 2006."

       (b) Section 4.03 (Reports) shall be deleted in its entirety.

       (c) Section 4.09 (Incurrence of Indebtednessand Issuance of Preferred
           Stock) shall be amended by inserting the following additional
           paragraph at the end of Section 4.09(a) and making any and all
           necessary changes in punctuation to reflect the insertion of such
           additional paragraph:

        "The Company shall not, and shall not permit any of its subsidiaries
        to, directly or indirectly, create, incur, issue, assume, guarantee or
        otherwise, with respect to any additional indebtedness greater than
        $40,000,000 if such additional indebtedness represents secured
        indebtedness that is second or junior in lien priority to or
        subordinate in nature to any of the Company's existing borrowings
        or secured indebtedness or subequent refinancing thereof;"

                                   ARTICLE II
                           Conditions; Effectiveness

        Section 2.01. CONDITIONS AND EFFECTIVENESS. This Supplemental Indenture
shall become effective upon execution and delivery by the Company and the
Trustee.

                                  ARTICLE III
                                 Miscellaneous

        Section 3.01. INDENTURE RATIFIED. Except as otherwise provided herein,
the Indenture is in all respects ratified and confirmed, and all of the terms,
provisions and conditions thereof shall be and remain in full force and effect.

        Section 3.02. COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

        Section 3.03. TRUSTEE NOT RESPONSIBLE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.

        Section 3.04. GOVERNING LAW. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.

        Section 3.05. SUCCESSORS. All agreements in this Supplemental Indenture
of the Company or the Trustee shall bind their respective successors and
assigns.

        Section 3.06. SEVERABILITY. In case any provisions in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

        Section 3.07. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

        IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Supplemental Indenture on behalf of the respective parties hereto
as of the date first above written.



ICON Health & Fitness, Inc.                   BANK OF NEW YORK TRUST COMPANY,
as Trustee                                    N.A.

By:     /s/ S. Fred Beck                      By:     /s/ Melonee Young
Name:   Fred Beck                             Name:   Melonee Young
Title:  Chief Financial Officer               Title:  Vice President

EX-10

           CONSENT AND AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

        This Consent and Amendment No. 2 to Revolving Credit Agreement dated as
of November 30, 2006 (this "Agreement") is entered into among ICON Health &
Fitness, Inc., a Delaware corporation (the "Borrower"), the other Credit Parties
signatory hereto, the lenders party hereto (the "Lenders") and Bank of America,
N.A., as agent for the Lenders (the "Administrative Agent"). Capitalized terms
used herein but not defined herein shall have the meanings provided in the
Credit Agreement (as defined below).

                                   WITNESSETH:

        WHEREAS, the Credit Parties, the Lenders and the Administrative Agent
are parties to that certain Revolving Credit Agreement dated as of October 31,
2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");

        WHEREAS, the Credit Parties, the Lenders and the Administrative Agent
have agreed, on the terms and conditions set forth herein, to amend certain
provisions of the Credit Agreement;

        WHEREAS, the Credit Parties have requested that the Administrative Agent
and Lenders consent to the First Supplemental Indenture attached hereto as
Exhibit A (the "Supplemental Indenture") to the Subordinated Indenture; and

        WHEREAS, the Required Lenders and the Administrative Agent are willing
to amend the Credit Agreement and consent to the First Supplemental Indenture,
but only on the terms and subject to the conditions set forth herein.

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

        SECTION 1. Amendments. Subject to the conditions precedent set forth in
Section 3 hereof, the Credit Agreement is hereby amended as follows:

        (a) The Credit Agreement is hereby amended by deleting the definition of
"Indenture Borrowing Base Report" contained in Section 1.1 thereof and
substituting in lieu thereof the following new definition:

        "Indenture Borrowing Base Report. A report signed by the chief financial
officer or cash manager of the Borrower demonstrating calculation of the
"Borrowing Base" (as defined in the Subordinated Indenture) as of the last day
of the most recently ended Fiscal Quarter (or such other date as may be elected
by the Borrower pursuant to the Subordinated Indenture) and the amount of
Indebtedness incurred pursuant to Sections 4.09(b)(1) and 4.09(b)(13) of the
Subordinated Indenture as of the date of such report, in the form of Exhibit E-1
hereto."

        (b) The Credit Agreement is hereby further amended by deleting clause
(f) of Section 7.4 and substituting in lieu thereof the following new clause
(f):

        "(f) as soon as available and in any event no later than five (5)
Business Days after the last day of each Fiscal Quarter (or with greater
frequency (x) to the extent required under the terms of the Subordinated Debt
Documents or (y) in the event that the Borrower elects, pursuant to the terms
of the Subordinated Indenture, to update the calculation of the Indenture
Borrowing Base), an Indenture Borrowing Base Report as of the last day of such
Fiscal Quarter or such other date;"

        SECTION 2. Consent. Subject to the conditions precedent set forth in
Section 3 hereof, notwithstanding Section 8.15 of the Credit Agreement, the
Required Lenders and the Administrative Agent hereby consent to the Supplemental
Indenture; provided that no Default or Event of Default shall have occurred and
be continuing or would result therefrom.

        SECTION 3. Condition Precedent; Effective Date. The Administrative
Agent, the Lenders and the Credit Parties agree that this Amendment shall become
effective upon the satisfaction of the following conditions precedent, each in
form and substance satisfactory to the Administrative Agent:

        (i) the execution hereof by the Credit Parties, the Required Lenders and
the Administrative Agent;

        (ii) the execution and delivery of an amendment and consent to the Back
Bay Loan Agreement; and

        (iii) the effectiveness of the Supplemental Indenture.

SECTION 4. Borrower Representations and Warranties. Each Credit Party
hereby represents and warrants that (a) this Agreement constitutes its legal,
valid and binding obligation, enforceable against such Credit Party in
accordance with the terms hereof, (b) after giving effect to this Agreement, (i)
the representations and warranties contained in the Credit Agreement are correct
in all material respects as though made on and as of the date of this Agreement,
and (ii) no Default or Event of Default has occurred and is continuing.

        SECTION 5. Reference to and Effect on the Credit Agreement.

        5.1 Upon the effectiveness of this Agreement, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or words
of like import shall mean and be a reference to the Credit Agreement, as
modified hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in connection with
the Credit Agreement shall mean and be a reference to the Credit Agreement, as
modified hereby.

        5.2 Except as specifically set forth in Section 1 hereof, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.

        5.3 The execution, delivery and effectiveness of this Agreement shall
not operate or be construed as a waiver or forbearance with respect to any
Defaults or Events of Default under the Credit Agreement which may now or
hereafter exist, or the waiver of any right, power or remedy which the
Administrative Agent and the Lenders may have with respect thereto under the
Credit Agreement or applicable law. The Lenders hereby reserve any and all
rights which may now or hereafter exist in favor of the Lenders under the
Credit Agreement.

        SECTION 6. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.

        SECTION 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the Commonwealth of Massachusetts.

        SECTION 8. Section Titles. The section titles contained in this
Agreement are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

                            (Signature pages follow)

        IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Amendment No.2 to the Revolving Credit Agreement to be duly executed and
delivered as of the date first above written.

                                        ICON HEALTH & FITNESS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        HF HOLDINGS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        ICON INTERNATIONAL HOLDINGS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        UNIVERSAL TECHNICAL SERVICES

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        FREE MOTION FITNESS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary


                                        ICON IP, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        NORDICTRACK, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        510152 N.B. LTD.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary


                                        ICON DU CANADA INC./ICON OF CANADA INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        BANK OF AMERICA, N.A. individually and
                                        as Administrative Agent, Issuing Lender
                                        and Cash Management Bank

                                        By:     /s/ Christopher Godfrey
                                        Name:   Christopher Godfrey
                                        Title:  Senior Vice President


                                        GMAC COMMERCIAL FINANCE, LLC

                                        By:     /s/ Robert F. McLanture
                                        Name:   Robert F. McLanture
                                        Title:  Director


                                        THE CIT GROUP/BUSINESS CREDIT, INC.

                                        By:     /s/ Jang S. Kim
                                        Name:   Jang S. Kim
                                        Title:  Vice President


                                        WELLS FARGO FOOTHILL, LLC

                                        By:     /s/ Yelena Kravchuk
                                        Name:   Yelena Kravchuk
                                        Title:  AVP


                                        MERRILL LYNCH CAPITAL, A DIVISION OF
                                        MERRILL LYNCH BUSINESS FINANCIAL
                                        SERVICES INC.

                                        By:     /s/ Andrew Sepe
                                        Name:   Andrew Sepe
                                        Title:  Vice President

EX-10

        CONSENT AND AMENDMENT NO. 2 TO JUNIOR TERM LOAN CREDIT AGREEMENT

        This Consent and Amendment No.2 to Junior Term Loan Credit Agreement
dated as of November 30, 2006 (this "Agreement") is entered into among ICON
Health & Fitness, Inc., a Delaware corporation (the "Borrower"), the other
Credit Parties signatory hereto, and Back Bay Capital Funding, LLC, as agent
(the "Administrative Agent") for itself and the other lending institutions
(hereinafter, collectively, the "Lenders") which are, or may become, parties to
the Credit Agreement (as defined below). Capitalized terms used herein but not
defined herein shall have the meanings provided in the Credit Agreement.

                                   WITNESSETH:

        WHEREAS, the Credit Parties, the Lenders and the Administrative Agent
are parties to that certain Junior Term Loan Credit Agreement dated as of
October 31, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement");

        WHEREAS, the Credit Parties, the Lenders and the Administrative Agent
have agreed, on the terms and conditions set forth herein, to amend certain
provisions of the Credit Agreement;

        WHEREAS, the Credit Parties have requested that the Administrative Agent
and Lenders consent to the First Supplemental Indenture attached hereto as
Exhibit A (the "Supplemental Indenture") to the Subordinated Indenture; and

        WHEREAS, the Required Lenders and the Administrative Agent are willing
to amend the Credit Agreement and consent to the First Supplemental Indenture,
but only on the terms and subject to the conditions set forth herein.

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

        SECTION 1. Amendments. Subject to the conditions precedent set forth in
Section 3 hereof, the Credit Agreement is hereby amended as follows:

        (a) The Credit Agreement is hereby amended by deleting the definition of
"Indenture Borrowing Base Report" contained in Section 1.1 thereof and
substituting in lieu thereof the following new definition:

        "Indenture Borrowing Base Report. A report signed by the chief financial
officer or cash manager of the Borrower demonstrating calculation of the
"Borrowing Base" (as defined in the Subordinated Indenture) as of the last day
of the most recently ended Fiscal Quarter (or such other date as may be elected
by the Borrower pursuant to the Subordinated Indenture) and the amount of
Indebtedness incurred pursuant to Sections 4.09(b)(1) and 4.09(b)(13) of the
Subordinated Indenture as of the date of such report, in the form of Exhibit
E-1 hereto."

        (b) The Credit Agreement is hereby further amended by deleting clause
(f) of Section 7.4 and substituting in lieu thereof the following new clause
(f):

        "(f) as soon as available and in any event no later than five (5)
Business Days after the last day of each Fiscal Quarter (or with greater
frequency (x) to the extent required under the terms of the Subordinated Debt
Documents or (y) in the event that the Borrower elects, pursuant to the terms
of the Subordinated Indenture, to update the calculation of the Indenture
Borrowing Base), an Indenture Borrowing Base Report as of the last day of such
Fiscal Quarter or such other date;"

        SECTION 2. Consent. Subject to the conditions precedent set forth in
Section 3 hereof, notwithstanding Section 8.15 of the Credit Agreement, the
Required Lenders and the Administrative Agent hereby consent to the Supplemental
Indenture; provided that no Default or Event of Default shall have occurred and
be continuing or would result therefrom.

        SECTION 3. Condition Precedent; Effective Date. The Administrative
Agent, the Lenders and the Credit Parties agree that this Amendment shall become
effective upon the satisfaction of the following conditions precedent, each in
form and substance satisfactory to the Administrative Agent:

        (i) the execution hereof by the Credit Parties, the Required Lenders and
the Administrative Agent;

        (ii) the execution and delivery of an amendment and consent to the
Senior Credit Facility Loan Agreement; and

        (iii) the effectiveness of the Supplemental Indenture.

        SECTION 4. Borrower Representations and Warranties. Each Credit Party
hereby represents and warrants that (a) this Agreement constitutes its legal,
valid and binding obligation, enforceable against such Credit Party in
accordance with the terms hereof, (b) after giving effect to this Agreement, (i)
the representations and warranties contained in the Credit Agreement are correct
in all material respects as though made on and as of the date of this Agreement,
and (ii) no Default or Event of Default has occurred and is continuing.

        SECTION 5. Reference to and Effect on the Credit Agreement.

        5.1 Upon the effectiveness of this Agreement, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or words
of like import shall mean and be a reference to the Credit Agreement, as
modified hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in connection with
the Credit Agreement shall mean and be a reference to the Credit Agreement, as
modified hereby.

        5.2 Except as specifically set forth in Section 1 hereof, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.

        5.3 The execution, delivery and effectiveness of this Agreement shall
not operate or be construed as a waiver or forbearance with respect to any
Defaults or Events of Default under the Credit Agreement which may now or
hereafter exist, or the waiver of any right, power or remedy which the
Administrative Agent and the Lenders may have with respect thereto under the
Credit Agreement or applicable law. The Lenders hereby reserve any and all
rights which may now or hereafter exist in favor of the Lenders under the Credit
Agreement.

        SECTION 6. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.

        SECTION 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the Commonwealth of Massachusetts.

        SECTION 8. Section Titles. The section titles contained in this
Agreement are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

                            (Signature pages follow)

        IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Amendment No.2 to the Junior Term Loan Credit Agreement to be duly executed and
delivered as of the date first above written.

                                        ICON HEALTH & FITNESS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        HF HOLDINGS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        ICON INTERNATIONAL HOLDINGS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        UNIVERSAL TECHNICAL SERVICES

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        FREE MOTION FITNESS, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary


                                        ICON IP, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        NORDICTRACK, INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary


                                        510152 N.B. LTD.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary


                                        ICON DU CANADA INC./ICON OF CANADA INC.

                                        By:     /s/ Everett Smith
                                        Name:   Everett Smith
                                        Title:  General Counsel & Secretary

                                        BACK BAY CAPITAL FUNDING, LLC

                                        By:     /s/ Kristan M. O'Connor
                                        Name:   Kristan M. O'Connor
                                        Title:  Managing Director



                                   EXHIBIT A