Exhibit 10.34  


SIXTH AMENDMENT TO

INTERACTIVE HEALTH LLC CREDIT AGREEMENT  


        This Sixth Amendment to Credit Agreement ("Sixth Amendment") is
made as of this 2nd day of February, 2005 by and among Interactive Health LLC, a Delaware limited liability company ("Company") and Comerica Bank, a
Michigan banking corporation ("Bank"). 


RECITALS  


        A.    Company
and Bank entered into that certain Interactive Health LLC Credit Agreement dated as of December 30, 2003, as amended by that certain First Amendment dated
as of January 30, 2004, that certain Second Amendment dated as of February 13, 2004, that Third Amendment dated as of March 22, 2004, that certain Fourth Amendment dated as of
June 30, 2004 and that certain Fifth Amendment, dated as of August 18, 2004 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"). 


        B.    Company's
parent, Interactive Health, Inc. (the "Parent") has proposed to (i) consummate a registered public
offering of its common stock, par value $.001 per share (the "Initial Public Offering"), and (ii) use the proceeds of the Initial Public Offering
to (A) redeem a portion of the Senior Notes and (B) pay transaction costs and expenses incurred in connection with the Initial Public Offering, all as described in a Registration
Statement on Form S-1 as filed with the Securities and Exchange Commission (the "SEC") on April 29, 2004 and attached hereto
as Attachment 1 (the "S-1 Registration Statement"); 


        C.    Company
has requested that Bank make certain amendments to the Credit Agreement in connection therewith, and Bank is willing to do so, but only on the terms and
conditions set forth in this Sixth Amendment. 


        NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Company and the Bank agree as follows: 


	1.
	Section 10
of the Credit Agreement is hereby amended as follows:



	(a)
	Section 10.1(j)
is hereby amended and restated as follows: 







"(j)(i) the occurrence of a Change of Control (as defined in the Indenture) or (ii) the occurrence of a change of control under any Subordinated Debt
Documents;"




	2.
	Replacement Schedules. The Replacement Schedules referred to below (and identified as the Attachments listed below) shall replace the
existing Schedules, as applicable, in their entirety: 






	Replacement Schedule
	 	Attachment

	Schedule 1.1 (EBITDA Adjustments)	 	3





	3.
	This
Sixth Amendment shall become effective (according to the terms hereof) on the date (the "Sixth Amendment Effective Date") that the
following conditions have been fully satisfied by the Company (the "Conditions") (which shall be confirmed by the Bank by the delivery and release to
the Company of its signature page to this Sixth Amendment):



	(a)
	Bank
shall have received via facsimile (followed by the prompt delivery of original signatures) counterpart originals of this Sixth Amendment, in each case duly executed and delivered
by the Company and the Bank.



	(b)
	Bank
shall have received the Reaffirmation of Loan Documents, executed and delivered by each Loan Party in the form attached to this Sixth Amendment as Attachment 2.



	(c)
	Bank
shall have received a certification from the Company and each of the Loan Parties dated as of the Sixth Amendment Effective Date that, after giving effect to the amendments 










 


contained
herein, (a) execution and delivery of this Sixth Amendment and the other Loan Documents required to be delivered hereunder, and the performance by the Loan Parties of their respective
obligations under the Credit Agreement as amended hereby (herein, as so amended, the "Amended Credit Agreement") are within such undersigned's powers, have been duly authorized, are not in
contravention of law or the terms of its articles of incorporation or bylaws or other organic documents of the parties thereto, as applicable, and except as have been previously obtained do not
require the consent or approval, material to the amendments contemplated in this Sixth Amendment, of any governmental body, agency or authority, and the Amended Credit Agreement and the other Loan
Documents required to be delivered hereunder will constitute the valid and binding obligations of such undersigned parties enforceable in accordance with its terms, except as enforcement thereof may
be limited by applicable bankruptcy, reorganization, insolvency, moratorium, ERISA or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether
enforcement is sought in a proceeding in equity or at law), (b) the representations and warranties set forth in Sections 7.1 through 7.14, inclusive, of the Amended Credit Agreement are true
and correct on and as of the Sixth Amendment Effective Date (except to the extent such representations specifically relate to an earlier date), and (c) on and as of the Sixth Amendment
Effective Date, after giving effect to this Sixth Amendment and Consent, no Default or Event of Default shall have occurred and be continuing. 



	(d)
	Each
Loan Party shall have delivered revisions or updates to the Schedules of the Credit Agreement and the Security Agreement, or shall have provided a certification that no change
shall have occurred with respect to any such Schedules.



	(e)
	Company
shall have paid to Bank all interest, fees and other amounts, if any, owed to the Bank and accrued to the Sixth Amendment Effective Date.






	4.
	Except
as specifically set forth above, this Sixth Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement (including without
limitation all conditions and requirements for Advances and any financial covenants), any of the Revolving Credit Notes issued thereunder or any of the other Loan Documents. Nor shall this Sixth
Amendment and Consent constitute a waiver or release by the Bank of any right, remedy, Default or Event of Default under or a consent to any transaction not meeting the terms and conditions of the
Credit Agreement, any of the Revolving Credit Notes issued thereunder or any of the other Loan Documents. Furthermore, this Sixth Amendment shall not affect in any manner whatsoever any rights or
remedies of the Bank with respect to any other non-compliance by the Company with the Credit Agreement or the other Loan Documents, whether in the nature of a Default or Event of Default,
and whether now in existence or subsequently arising, and shall not apply to any other transaction.



	5.
	Company
and each other Loan Party hereby acknowledges and agrees that this Sixth Amendment and the amendments contained herein do not constitute any course of dealing or other basis
for altering any obligation of the Company, any other Loan Party or any other party or any rights, privilege or remedy of the Bank under the Credit Agreement, any other Loan Document, any other
agreement or document, or any contract or instrument.



	6.
	Except
as specifically defined to the contrary herein, capitalized terms used in this Sixth Amendment shall have the meanings set forth in the Credit Agreement.



	7.
	This
Sixth Amendment may be executed in counterpart in accordance with Section 11.11 of the Credit Agreement.



	8.
	This
Sixth Amendment shall be construed in accordance with and governed by the laws of the State of Michigan. 


[Signature Page Follows] 


2







 

        WITNESS
the due execution hereof as of the day and year first above written. 



	COMERICA BANK	 	 	 	INTERACTIVE HEALTH LLC	 	 
	

By:	

/s/  DARYL R. KRAUSE      
	
 	

 	
 	

By:	

/s/  THOMAS DRAGOTTO      
	
 	

 
	Its:	Managing Director
	 	 	 	Its:	Chief Financial Officer and Secretary
	 	 
	 	 	 	 	 	 	 	 	 




3







 
Attachment 1 to Sixth Amendment



S-1 Registration Statement  


4







 
Attachment 2 to Sixth Amendment



REAFFIRMATION OF CERTAIN LOAN DOCUMENTS  


        This Reaffirmation of Loan Documents dated as of February 2, 2005 ("Reaffirmation") executed by the undersigned is delivered in connection with that
certain 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 the Interactive Health
LLC ("Company") and Comerica Bank ("Bank"), and reaffirms the following documents, each executed in favor of the Bank and dated as set forth below (collectively, the "Reaffirmed Loan Documents"): 



	(a)
	the
Guaranty dated as of February 13, 2004, executed by Interactive Health Finance Corp. ("Guarantor");



	(b)
	the
Parent Pledge Agreement dated as of February 13, 2004, executed by Interactive Health, Inc. ("Holdings") under the Revolving Credit and Term Loan Agreement; and



	(c)
	the
Security Agreement dated as of February 13, 2004, executed by the Company and Guarantor.






	1.
	Each
of the undersigned acknowledges that the Company and Bank have executed the Sixth Amendment and Consent to the Credit Agreement dated as of February 2, 2005 (the "Sixth
Amendment").



	2.
	Each
of the undersigned hereby ratifies and confirms its obligations under the Reaffirmed Loan Documents to which such undersigned is a party and agrees that such Reaffirmed Loan
Documents remain in full force and effect after giving effect to the effectiveness of the Credit Agreement, as amended by the Sixth Amendment and that, upon such effectiveness, all references in such
Reaffirmed Loan Documents to the "Credit Agreement" shall be references to the Credit Agreement, as amended by the Sixth Amendment.



	3.
	This
Reaffirmation may be executed by the various parties on separate counterparts. This Reaffirmation shall be construed in accordance with and governed by the laws of the State of
Michigan. This Reaffirmation shall be binding upon the undersigned, the Bank and their respective successors and assigns. This Reaffirmation shall be effective as of the date hereof.



	4.
	Except
as specifically defined to the contrary herein, capitalized terms used in this Reaffirmation shall have the meanings set forth in the Credit Agreement. 


[SIGNATURES
FOLLOW ON SUCCEEDING PAGE] 


5







 

        WITNESS,
the due execution hereof as of the date and year first above written. 



	 	 	INTERACTIVE HEALTH LLC
	

 	
 	

By:	

/s/  THOMAS DRAGOTTO      
 Name	
 	

 
	 	 	Its:	Chief Financial Officer and Secretary
 Title	 	 
	 	 	 	 	 	 
	

 	
 	

INTERACTIVE HEALTH, INC.
	

 	
 	

By:	

/s/  THOMAS DRAGOTTO      
 Name	
 	

 
	 	 	Its:	Chief Financial Officer and Secretary
 Title	 	 
	 	 	 	 	 	 
	

 	
 	

INTERACTIVE HEALTH FINANCE CORP.
	

 	
 	

By:	

/s/  THOMAS DRAGOTTO      
 Name	
 	

 
	 	 	Its:	Chief Financial Officer and Secretary
 Title	 	 
	 	 	 	 	 	 




6







 
ATTACHMENT 3  


Replacement Schedule 1.1  


 (EBITDA Adjustments)  


 Schedule 1.1  


CONSOLIDATED EBITDA

AND

EBITDA ADJUSTMENTS  


Part I



FOR THE FISCAL QUARTERS ENDED DECEMBER 31, 2004, MARCH 31, 2005 AND JUNE 30, 2005  


To
the extent deducted from Consolidated Net Income for the fiscal quarter ended December 31, 2004, March 31, 2005 and June 30, 2005: (i) any non-recurring
cash expenses related to the Initial Public Offering; and (ii) any charges, premiums or expenses incurred as a result of the repayment of the Senior Notes (as defined in the Credit Agreement),
including, without limitation, any redemption premium to be paid in connection therewith. 


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