DEBT CONVERSION AND REIMBURSEMENT AGREEMENTDebt Conversion and Reimbursement Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New Jersey
AGREEMENT, dated as of July 16, 2003, between UM HOLDINGS LTD., a New Jersey corporation (“UM”), and CYBEX INTERNATIONAL, INC., a New York corporation (“Cybex”).
WARRANTHOLDERS RIGHTS AGREEMENTWarrantholders Rights Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New York
WARRANTHOLDERS RIGHTS AGREEMENT dated as of July 16, 2003 among CYBEX INTERNATIONAL, INC., a New York corporation (together with its successors, “Cybex”), THE CIT GROUP / BUSINESS CREDIT, INC. (“CIT”) (CIT and such other warrantholders of Cybex as may, from time to time, become parties to this Agreement in accordance with the provisions hereof, the “Warrantholders”) and the stockholders of Cybex identified on the signature pages hereof.
ContractWarrant Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New York
THIS WARRANT AND THE SHARES OF VOTING COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT AND THE SHARES OF VOTING COMMON STOCK PURCHASABLE HEREUNDER ARE SUBJECT TO AND HAVE THE BENEFIT OF A WARRANTHOLDERS RIGHTS AGREEMENT DATED AS OF JULY 16, 2003, AMONG CYBEX INTERNATIONAL, INC. AND THE STOCKHOLDERS AND WARRANTHOLDERS LISTED ON THE SIGNATURE PAGES THEREOF, A COPY OF WHICH IS ON FILE WITH CYBEX INTERNATIONAL, INC.
ADDENDUMServices Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec
This Addendum is dated August 1, 2003 and modifies that certain Services Agreement, dated February 26, 2002, between Cybex International, Inc. (“Cybex”) and UM Holdings, Ltd. (“UM Holdings”) (the “Services Agreement”).
FINANCING AGREEMENT HILCO CAPITAL LP and CYBEX INTERNATIONAL, INC. Dated: July 16, 2003Financing Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New York
This Financing Agreement, dated July 16, 2003 (“Agreement” or “Financing Agreement”) is made between HILCO CAPITAL LP, a Delaware limited partnership with offices located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60062 (hereinafter “HILCO”), and CYBEX INTERNATIONAL, INC., a New York corporation with a principal place of business at 10 Trotter Drive, Medway, Massachusetts 02053 (herein the “Company”).
SERVICES AGREEMENTServices Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New Jersey
Services Agreement (the “Agreement”), dated August 1, 2003, between Cybex International, Inc. (“Cybex”), a New York corporation and UM Holdings, Ltd., (“UM Holdings”), a New Jersey corporation.
ContractWarrant Agreement • November 3rd, 2003 • Cybex International Inc • Sporting & athletic goods, nec • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE FINANCE AGREEMENT, DATED AS OF JULY 16, 2003, BETWEEN CYBEX INTERNATIONAL, INC., AND HILCO CAPITAL L.P. OR ITS AFFILIATE, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST.
