EXHIBIT 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT, dated as of August 11, 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").
Thereafter on July 15, 1997 the Lender and the Borrower entered into a First
Amendment to Amended, and Restated Loan and Security Agreement (Hereinafter
"First 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 Second 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.
1. 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 $30,000,000 as of
December 31, 1997 and quarterly thereafter; (c) less than $37,000,000 as of
December 31, 1998 and quarterly thereafter; and (d) less than $42,000,000 as of
December 31, 1999 and quarterly thereafter.
2. CONFIRMATION OF OBLIGATIONS. This Second Amendment is made
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supplemental to and a part of the Loan Agreement. Except as expressly amended
and modified by this Second Amendment, the Loan Agreement and the First
Amendment, are hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Second Amendment as of the date first above written.
Witness SUMMIT BANK
/S/ Xxxxxxxx X. Xxxxxxx By: /S/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, V.P.
Witness CYBEX INTERNATIONAL, INC.
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, V.P.-CFO
Witness CYBEX FINANCIAL CORPORATION
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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Witness EAGLE PERFORMANCE SYSTEMS, INC.
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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Witness CYBEX FITNESS GERATE VERTRIEBS,
GMBH
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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Witness GENERAL MEDICAL EQUIPMENT LIMITED
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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WITNESS LUMEX BED SYSTEMS
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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WITNESS XXXXXXX INC.
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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WITNESS XXXXXXX HOLDING COMPANY
/S/ Xxxxxxx Xx By: /S/ Xxxxxxx X. Xxxxxx
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