NOTICE OF GUARANTEED DELIVERY
ICON HEALTH & FITNESS, INC.
Offer to Exchange all Outstanding 11.25% Notes Due 2012
That Were Sold in a Transaction Exempt From Registration
Under the Securities Act of 1933, As Amended, Pursuant to the
Prospectus Dated March 28, 2002
for
11.25% Notes Due 2012 Which Have Been
Registered Under the Securities Act of 1933, As Amended
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME) OR TERMINATED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
Facsimile Transactions
By Overnight Delivery or (Eligible institutions
By Hand: Registered/Certified Mail: only):
The Bank of New York The Bank of New York (212) 815-6339
101 Barclay Street 101 Barclay Street
Ground Level Corporate New York, New York 10286
Trust Services Window Attn: Reorganization
New York, New York 10286 Unit-7E
Attn: Reorganization
Unit-7E
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the Prospectus, dated , 2002 (as the same may
be amended from time to time, the "Prospectus"), of ICON Health & Fitness, Inc.
(the "Company") under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," and in the accompanying Letter of Transmittal (the "Letter of
Transmittal" and, together with the Prospectus, the "Exchange Offer") and
Instructions thereto, relating to the offer by the Company to exchange $1,000
principal amount of 11.25% Notes due 2012 (the "Exchange Notes") of the
Company, upon the terms and subject to the conditions of the Exchange Offer,
for each $1,000 principal amount of outstanding 11.25% Notes due 2012 (the "Old
Notes") of the Company, this form or one substantially equivalent must be used
to tender any of the Old Notes if (i) certificates representing the Old Notes
to be tendered for purchase and payment are not lost but are not immediately
available, (ii) time will not permit a Holder's Letter of Transmittal,
certificates representing the Old Notes to be tendered and all other required
documents to reach the Exchange Agent prior to the expiration date, or (iii)
the procedures for book-entry transfer cannot be completed prior to the
expiration date. This form may be delivered by an Eligible Institution by mail
or hand delivery or transmitted, via manually signed facsimile, to the Exchange
Agent as set forth above. Capitalized terms used but not otherwise defined
herein shall have the meaning given to them in the Prospectus.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instruction thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender the Old Notes. By so tendering, the undersigned
does hereby make, at as and of the date hereof, the representations and
warranties of a tendering Holder of Old Notes set forth in the Letter of
Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the Exchange Agent receives, at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile
transmission or letter, which specifies the name of the person who deposited
the Old Notes to be withdrawn and the aggregate principal amount of Old Notes
delivered for exchange, including the certificate number(s) (if any), and which
is signed in the same manner as the original signature on the Letter of
Transmittal by which the Old Notes were tendered, including any signature
guarantees, all in accordance with the procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes pursuant to the Exchange
Offer may not be validly withdrawn after 5:00 p.m., New York City time, on
, 2002.
The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and the trustee under the indenture
governing the Old Notes and the Exchange Notes as evidence of the undersigned's
tender of Old Notes.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and
other legal representatives of the undersigned.
The undersigned hereby tenders the Old Notes listed below:
PLEASE SIGN AND COMPLETE
Certificate No.(s) of Old Notes Principal Amount of
(if available): Old Notes Tendered:
-------------------------------- -------------------
-------------------------------- -------------------
-------------------------------- -------------------
-------------------------------- -------------------
-------------------------------- -------------------
-------------------------------- -------------------
x _____________________________________________________________________________
(Signature(s) of Registered Holder(s) or Authorized Signatory)
Title: ________________________________________________________________________
Name(s) of Registered Holder(s): ______________________________________________
(Please Type or Print)
Address: ______________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.: __________________________________________________
Date: _________________________________________________________________________
If Old Notes will be delivered by book-entry transfer, complete the following:
Depository Account No. ________________________________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their names appear on certificates for Old Notes or on a security position
listing as the owner of Old Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:
Please print name(s) and address(es)
Name(s): ______________________________________________________________________
Capacity: _____________________________________________________________________
Address(es): __________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or correspondent in the United States, hereby
guarantees that, within three New York Stock Exchange trading days from the
Expiration Date, a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), together with certificates
representing the Old Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at the Depositary Trust Corporation, pursuant to the procedure
for book-entry transfer set forth in the Prospectus under the caption
"Book-Entry; Delivery and Form"), and any other required documents will be
deposited by the undersigned with the Exchange Agent at its address set forth
above.
Name of Firm: _________________________________________________________________
(Authorized Signature)
Address: ______________________________________________________________________
Name: _________________________________________________________________________
Area Code and Telephone No.: __________________________________________________
Title: ________________________________________________________________________
Date: _________________________________________________________________________
DO NOT SEND NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT, TOGETHER WITH A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER RELATED DOCUMENTS.