LOAN MODIFICATION AGREEMENT

Exhibit 10.2

LOAN MODIFICATION AGREEMENT

Wachovia Bank, National Association

000 Xxxxx Xxxx

Xxxxxx, Xxx Xxxxxx 00000

(Hereinafter referred to as the “Bank”)

Cybex International, Inc.

00 Xxxxxxx Xxxxx

Xxxxxx, XX 00000-0000

(Individually and collectively “Borrower”)

This Loan Modification Agreement (“Agreement”) is entered into on July 28, 2009, by and between Bank and Borrower.

This Agreement applies to a $7,000,000 loan dated July 30, 2007, a $3,000,000 loan dated March 25, 2008 and a $1,000,000 loan dated March 2, 2009 (collectively the “Loans”), as those Loans have been amended or modified from time to time. The terms “Loan Documents” and “Obligations,” as used in this Agreement are defined in the original notes (the “Notes”) executed in connection with the Loans.

Borrower and Bank have agreed to amend and modify the Loans, Notes and Loan Documents in accordance with the terms and conditions of this Agreement. Other than as modified in this Agreement, all of the terms and conditions of the Notes, Loans and Loan Documents will remain in full force and effect.

The Notes and Loan Documents are modified and amended as follows:

1. The basis point spread over LIBOR in each of the Notes is hereby modified and amended to a new spread of three hundred fifty (350) basis points over the applicable LIBOR set forth in each Note.

2. Pursuant to the terms and conditions of the Loan Documents Borrower was required to maintain a Debt Service Coverage Ratio and Leverage Covenant as provided for in the Loan Documents (collectively the “Financial Covenants”). Borrower failed to maintain those Financial Covenants. Bank has agreed to waive the Events of Default caused by this violation of the Financial Covenants for the period ending June 27, 2009. On a going forward basis the Borrower will maintain a Debt Service Coverage Ratio of no less than 1.20x and a Leverage Ratio of no greater than 3.25x for the 3^rd quarter 2009 and 3.0 x for all periods thereafter.

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3. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged, are and shall remain in lull force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed.

4. The Borrower hereby certifies that: (a) all of its representations and warranties in the Loan Documents, as amended by this Agreement, are, except as may otherwise be stated in this Agreement: (i) true and correct as of the date of this Agreement, (ii) ratified and confirmed without condition as if made anew, and (iii) incorporated into this Agreement by reference, (b) other than the Financial Covenant default noted above, no other Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Loan Document which will not be cured by the execution and effectiveness of this Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Agreement or, if required, has been obtained, and (d) this Agreement has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Agreement.

5. The Borrower hereby confirms that any collateral for the Obligations, shall continue unimpaired and in full force and effect.

6. The Borrower does hereby release any and all claims, assertions or chose in action that it may have either now or in the future against Lender, this being a general and universal release of claim.

7. Borrower shall promptly pay all fees assess by Bank or Bank’s counsel in full at the closing along with all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time.

8. This Agreement may be signed in any number of counterpart copies and by the parties to this Agreement on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

9. This Agreement will be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns.

10. This Agreement has been delivered to and accepted by the Bank and will be deemed to be made in the State of New Jersey. This Agreement will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of New Jersey, excluding its conflict of laws rules.

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IN WITNESS WHEREOF, Borrower and Bank, on the day and year first written above, have caused this Agreement to be executed under seal.

WITNESS/ATTEST:						Wachovia Bank, National Association
/s/ Xxxxxxx X. Xxxxx						/s/ Xxxxxxx X. Xxxxxx
						Name:		Xxxxxxx X. Xxxxxx
						Title:		SVP
WITNESS/ATTEST:						Cybex International, Inc.
/s/ Xxxxx Xxxxxxx						/s/ Xxxxxx X. Xxxxx, Xx.
						Name:		Xxxxxx X. Xxxxx, Xx.
						Title:		President, Chief Operating Officer & Chief Financial Officer

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