EXHIBIT 10.3(b)
FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
FIRST AMENDMENT, dated as of July 15, 1997, among SUMMIT BANK, a New Jersey
Banking Corporation ("Lender"); and CYBEX INTERNATIONAL, INC., CYBEX FINANCIAL
CORPORATION, EAGLE PERFORMANCE SYSTEMS, INC., CYBEX FITNESS GERATE VERTRIEBS,
GMBH, GENERAL MEDICAL EQUIPMENT LIMITED, LUMEX BED SYSTEMS, XXXXXXX INC., and
XXXXXXX HOLDING COMPANY (collectively, the "Borrowers").
BACKGROUND
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The Lender and the Borrowers have heretofore entered into the Amended and
Restated Loan and Security Agreement dated June 16, 1997 (the "Loan Agreement").
All capitalized terms utilized herein and not otherwise defined have the
respective meaning indicated in the Loan Agreement. Pursuant to Section 5 of
the Loan Agreement, the Borrowers have granted to the Lender, to secure payment
and performance of all Obligations, a continuing security interest in the
Collateral. The parties desire to enter into this First Amendment, to clarify
and confirm the exclusion of certain specific property from the Collateral.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The proviso in the lead-in paragraph of Section 5 of the Loan
Agreement is hereby amended to read in its entirety as follows:
provided, that the Collateral specifically excludes (1) all leases,
security agreements and other chattel paper now or hereafter assigned,
sold, transferred or pledged as security to a third party or financed
with a third party, in each case other than the Lender (collectively,
the "Excluded Chattel Paper"), (2) all equipment, all machinery, all
other personal property and all other collateral or security described
in the Excluded Chattel Paper (collectively, the "Excluded
Equipment"), (3) all contract rights, rentals, accounts, general
intangibles and other income related to or arising from the Excluded
Chattel Paper or the Excluded Equipment, and (4) all other rights,
remedies and interests of the Borrowers relating to or arising from
the Excluded Chattel Paper or the Excluded Equipment and all cash and
non-cash proceeds of the foregoing:
2. Amendments to Financing Statements. The Lender agrees to execute
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appropriate amendments to the outstanding financing statements, as required to
reflect the foregoing amendment to the Loan Agreement.
3. References to Leases. All references to leases in Sections 9.7,
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9.8(a), 9.9(h) and (i) and 9.10(c) of the Loan Agreement shall include chattel
paper relating to equipment sold by Borrowers with a retained security interest.
4. Confirmation of Obligations. This First Amendment is made
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supplemental to and a part of the Loan Agreement. Except as expressly amended
and modified by this First Amendment, the Loan Agreement and all other Financing
Agreements, are hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
First Amendment as of the date first above written.
SUMMIT BANK
By: /s/ Xxxxxx X. Xxxxxxx
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CYBEX INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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CYBEX FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
EAGLE PERFORMANCE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
CYBEX FITNESS GERATE VERTRIEBS, GMBH
By: /s/ Xxxxxxx X. Xxxxxx
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GENERAL MEDICAL EQUIPMENT LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
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LUMEX BED SYSTEMS
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX HOLDING COMPANY
By: /s/ Xxxxxx X. Xxxxx, Xx.
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