Exhibit 10.1
LOAN MODIFICATION
AGREEMENT
Wachovia Bank, National
Association
190 River Road
Summit, New Jersey 07901
(Hereinafter referred to as the
“Bank”)
Cybex International,
Inc.
10 Trotter Drive
Medway, MA 02053-2299
(Individually and collectively
“Borrower”)
This Loan Modification Agreement
(“Agreement”) is entered into on April 23, 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 two hundred twenty-five (225) basis points over the
applicable LIBOR set forth in each Note. Any performance spreads
under grids set forth in the Notes are eliminated.
2. Pursuant to the
terms and conditions of the Loan Documents Borrower was required to
maintain a Debt Service Coverage Ratio as provided for in the Loan
Documents (the “Financial Covenant”). Borrower failed
to maintain that Financial Covenant. Bank has agreed to waive the
Event of Default caused by this violation of the Financial Covenant
for the period ending March 28, 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 3.50x for
2 nd quarter 2009, 3.25x for the
3 rd quarter 2009, and 3.0x for all
periods thereafter.
3. The Security Agreement executed
by the Borrower to the Bank dated July 30, 2007 is hereby
modified and amended to redefine the term “Loan” as
including loans and credit accommodations made to the Borrower by
the Bank in the original principal sums of $7,000,000, $3,000,000
and
1
$1,000,000. The term “Collateral” is
amended and modified to include all of Borrower’s now owned
or hereafter acquired equipment, accessions to such equipment and
the proceeds thereof. Notwithstanding anything to the contrary set
forth in the Loan Documents, Bank will permit the Borrower to
engage in purchase money and lease financing of equipment as long
as the Borrower is not in default under the Loan Documents and no
financial covenants are violated. The purchase money and lease
financing of equipment will not be greater than 100% of the
purchase or lease price of the equipment and no other Bank
collateral is pledged to the equipment-lease lender other than the
equipment being purchased or leased.
4. Except as amended hereby, the
terms and provisions of the Loan Documents remain unchanged, are
and shall remain in full force and effect unless and until modified
or amended in writing in accordance with their terms, and are
hereby ratified and confirmed.
5. 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
o
