0000041133-03-000040 Sample Contracts

FIRST AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • September 11th, 2003 • Gerber Scientific Inc • Special industry machinery, nec • New York

FIRST AMENDMENT, dated as of June 5, 2003 (this "Amendment"), to the Financing Agreement referred to below, by and among Gerber Scientific, Inc., a Connecticut corporation (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages hereto (together with the Parent, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), the financial institutions from time to time party hereto (each a "Lender" and collectively, the "Lenders"), and Ableco Finance LLC, a Delaware limited liability company ("Ableco"), as agent for the Lenders (in such capacity, the "Agent").

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FIRST AMENDMENT AGREEMENT
First Amendment Agreement • September 11th, 2003 • Gerber Scientific Inc • Special industry machinery, nec • Connecticut

FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of July ___, 2003 by and among (1) Gerber Scientific, Inc., Gerber Scientific International, Inc. and Gerber Coburn Optical, Inc. (collectively, the "Borrowers"), (2) Gerber Venture Capital Corp., Gerber Coburn Optical International, Inc., Ultramark Adhesive Products, Ltd., Spandex Limited, Spandex Benelux BV, ND Graphic Products Ltd., ND Graphics (Quebec) Ltd., H. Brunner GmbH, Gerber Scientific UK Ltd., and Gerber Technology Venture Company (collectively, the "Guarantors"), (3) Fleet Capital Corporation ("Fleet Capital"), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), (4) Fleet National Bank as issuing bank the ("Issuing Bank"), and (5) Fleet Capital, as administrative agent (the "Administrative Agent") for the Lenders with respect to a certain Credit and Security Agreement dated as of May 5, 2003 by and among the Borrower

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