FOURTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT, dated as of March 25, 1998, 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").
On July 15, 1997 the Lender and the Borrower entered into a First Amendment to
Loan Agreement (Hereinafter "First Amendment"). Thereafter, on August 11, 1997,
Lender and the Borrower entered into a Second Amendment to the Loan Agreement
(hereinafter "Second Amendment"). Thereafter, on December 17, 1997, Lender and
the Borrower entered into a Third Amendment to the Loan Agreement (hereinafter
"Third Amendment"). All capitalized terms utilized herein and not otherwise
defined have the respective meaning indicated in the Loan Agreement. The
parties desire to enter into this Fourth Amendment, to modify certain financial
covenants in the Loan Agreement and to ratify and confirm all the terms and
conditions of the Loan Agreement and the First Amendment, Second Amendment and
Third Amendment except as expressly amended and modified by this Fourth
Amendment.
1. Section 1.2 of the Loan Agreement is hereby amended to read in its
entirety as follows:
1.2 "ADJUSTED TANGIBLE CAPITAL FUNDS" means Tangible Capital Funds
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plus amounts reserved or paid by Cybex subsequent to June 30, 1997 for
settlement with Xxxxx, Inc. not to exceed $6,000,000.00.
2. Section 1.15 of the Loan Agreement is hereby amended to read in its
entirety as follows:
1.15 "EBITDA" means, without duplication, for any period for which
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such amount is being determined, the sum of the amounts for such period of
(i) net income, (exclusive of (a) interest income, and (b) extraordinary
items), (ii) provision for income taxes, (iii) depreciation expense, (iv)
Interest Expense, (v) amortization expense, but each of the above (ii)
through (v) only to the extent reducing net income, and (vi) for the
rolling four-quarter period ending September 30, 1998, all merger-related
costs not to exceed $14,109,000.00, including but not limited to costs
associated with the Sharpsville plant closure, Xxxxx dispute, and technical
research and development. All of the foregoing items (i) through (vi) are
otherwise to be determined on a consolidated basis for Borrowers and their
consolidated subsidiaries in accordance with GAAP.
3. Section 9.12 of the Loan Agreement is hereby amended to read in its
entirety as follows:
9.12 MINIMUM ADJUSTED TANGIBLE CAPITAL FUNDS. Borrowers shall not
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permit their Adjusted Tangible Capital Funds to be (a) less than
$24,000,000 as of June 30, 1997 and September 30, 1997; (b) less than
$29,000,000 as of December 31, 1997 and quarterly thereafter; (c) less than
35,000,000 as of December 31, 1998 and quarterly thereafter; and (d) less
than $42,000,000 as of December 31, 1999 and quarterly thereafter.
4. Section 9.13 of the Loan Agreement is hereby amended to read in its
entirety as follows:
9.13 FIXED CHARGE COVERAGE RATIO. Borrowers shall not permit their
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Fixed Charge Ratio to be less than 1.25:1 to be measured quarterly on a
rolling four quarter basis until December 31, 2000 and annually thereafter.
5. Section 9.18 of the Loan Agreement is hereby amended to read in its
entirety as follows:
9.18 CAPITAL EXPENDITURES. Borrowers shall limit Capital
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Expenditures to (a) $3,500,000.00 in 1997; (b) $6,500,000.00 in 1998; and
(c) $3,500,000.00 annually thereafter.
6. CONFIRMATION OF OBLIGATIONS. This Fourth Amendment is made
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supplemental to and a part of the Loan Agreement. Except as expressly amended
and modified by this Fourth Amendment, the Loan Agreement, the First Amendment,
the Second Amendment and the Third Amendment are hereby ratified and confirmed
in all respects.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Fourth Amendment as of the date first above written.
Witness SUMMIT BANK
_______________________ By:_____________________________
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Witness CYBEX INTERNATIONAL, INC.
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness CYBEX FINANCIAL CORPORATION
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness EAGLE PERFORMANCE SYSTEMS, INC.
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
----------------------------------- -----------------------------
Witness CYBEX FITNESS GERATE VERTRIEBS,
GMBH
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness GENERAL MEDICAL EQUIPMENT LIMITED
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness LUMEX BED SYSTEMS
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness XXXXXXX INC.
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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Witness XXXXXXX HOLDING COMPANY
/s/ XXXX ENG By: /s/ XXXXXXX X. XXXXXX
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