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First Amendment To Financing Agreement Dated May 4, 2004

This is an actual contract by Cybex International.

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Sectors: Consumer Products (Durables)
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: May 04, 2004
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Exhibit 10.3


EXECUTION COPY

FIRST AMENDMENT TO FINANCING AGREEMENT

THIS FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of May 4, 2004 (this " Amendment" ), is made between CYBEX INTERNATIONAL, INC., a New York corporation (the " Borrower" ), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (" CIT" ).

RECITALS :

A. The Borrower and CIT are parties to that certain Financing Agreement, dated as of July 16, 2003 (as the same may be further amended, modified, restated or supplemented from time to time, (the " Financing Agreement" ), pursuant to which, among other things, CIT extended to the Borrower a loan facility.


B. The Borrower has requested that the Financing Agreement be amended.

C. CIT has agreed to such request, upon the terms and subject to the conditions and limitations set forth herein, and, to accomplish the foregoing, the Borrower and CIT have agreed to execute this Amendment.

D. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Financing Agreement, unless otherwise defined herein.


AGREEMENTS :

Accordingly, in consideration of the premises and the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I

AMENDMENTS

The Financing Agreement is hereby amended as follows:

1.1 Section 1 of the Financing Agreement is hereby amended by adding the following defined terms in the appropriate order alphabetically:

Availability Block shall mean, for each period set forth in the table below, the corresponding amount for each such period as set forth in the table below:


Period

Availability Block

First Amendment Effective Date through November 30, 2004 $1,000,000

December 1, 2004 and thereafter $1,500,000

First Amendment Effective Date shall mean May 4, 2004.

1.2 Section 3.1 of the Financing Agreement is hereby amended in its entirety to read as follows:


3.1 CIT agrees, subject to the terms and conditions of this Financing Agreement, from time to time (but subject to CIT' s right to make Overadvances), to make loans and advances to the Company on a revolving basis (i.e. subject to the limitations set forth herein, the Company may borrow, repay and re-borrow Revolving Loans) in the following amounts: (a) up to the lesser of (i) $9,000,000 or (ii) the Domestic Borrowing Base less Availability Reserves; and (b) up to the lesser of (i) $5,000,000 or (ii) the Foreign Borrowing Base less Availability Reserves; provided , however , CIT shall be under no obligation to make any Revolving Loan if Availability is less than an amount equal to the Availability Block then in effect after the making of such Revolving Loan. All requests for loans and advances must be received by an officer of CIT no later than (i) 2:00 p.m., New York time, of the Business Day on which any such Chase Bank Rate Loans and advances are required or (ii) three Business Days prior to any requested LIBOR Loan. Should CIT for any reason honor requests for Overadvances, any such Overadvances shall be made in CIT' s sole discretion and subject to any additional terms CIT deems necessary.


1.3 The Financing Agreement and each of the other Loan Documents are amended to provide that any reference to the Financing Agreement in the Loan Documents or any of the other Loan
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