LOAN AGREEMENT

Exhibit 10.5

This Loan Agreement (the “Agreement”) is made by and between Cybex International, Inc., a New York corporation having a principal place of business at 10 Trotter Drive, Medway, Massachusetts 02053 (the “Borrower”) and Citizens Bank of Massachusetts, a Massachusetts banking corporation with its principal place of business at 28 State Street, Boston, Massachusetts 02109 (the “Bank”), with respect to a loan (the “Loan”) in the original principal amount of Thirteen Million Dollars ($13,000.000.00) (the “Loan Amount”) to be evidenced by, among other things, a Commercial Promissory Note to be made by the Borrower payable to the order of the Bank, as amended, extended, and modified from time to time (the “Note”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements set forth in this Agreement, Borrower and Bank hereby agree as follows:

BACKGROUND

The Borrower has entered into a Lease Agreement dated August 22, 2006 (the “Lease”) with First Industrial Development Services, Inc. (the “Seller”) with respect to Borrower’s lease and purchase of the real property currently known as Lot 1 and Outlot A of Block 1, Ebeling Farm Addition, Owatonna, Minnesota (the “Land”). The Lease requires Seller to construct on the Land a three hundred forty thousand (340,000) square foot manufacturing/office facility (the “Improvements”) for use by Borrower in the manufacture of fitness equipment. The Lease further provides that upon substantial completion of the Improvements (expected to be on or before June 30, 2007) the Borrower will pay the purchase price and complete the acquisition of the Land and Improvements (the “Acquisition”). The Lease allows the construction of the Improvements and contemplates the Acquisition upon substantial completion thereof.

In connection with the financing of the Acquisition, the Borrower has requested and the Bank has agreed (subject to the terms and conditions of this Agreement) to establish the Loan. The advance of the Loan Amount by the Bank (the “Funding”) shall occur only upon satisfaction of the Conditions to Loan Funding set forth in Section 5 below. Notwithstanding the foregoing, the Borrower has requested and the Bank has agreed (subject to the terms and conditions of this Agreement) to fix the rate of interest it will pay on the Loan by entering into a forward rate lock via an interest rate swap agreement (the “Hedging Agreement”). In order to secure the Borrower’s obligations under the Hedging Agreement, the Borrower has agreed to provide the Bank with the Negative Pledge or the Substitute Collateral (each as defined below).

This Agreement is intended to set forth the terms and conditions relating to the Borrower’s purchase of the Hedging Agreement, the establishment of the Loan, and the Funding of the Loan Amount.

1. Funding under Note; Term of Note; Interest Rate; Hedging Agreement

(a) Agreement to Advance Funds under Note . Subject to the terms and conditions of this Agreement and the Note, the Bank hereby agrees to advance the Loan Amount for the Acquisition. The amounts of all advances under the Loan shall be evidenced by the Note and shall be secured by the Mortgage and the other Loan Documents (as defined in Section 2 below).

(b) Term . The term of the Loan shall be seven (7) years from the date of the Note during which period Borrower shall make monthly payments of interest and principal as more particularly set forth in the Note.

(c) Interest Rate . The Loan Amount shall bear interest at a rate or rates of interest as same may be adjusted as provided in the Note. Interest shall be calculated on the basis of a 360-day year and actual day months.

(d) Hedging Agreement . In connection with the establishment of the Loan, the Borrower has purchased the Hedging Agreement for a period expiring on July 2, 2014, pursuant to which the Borrower shall make payments of interest and principal on the Note. The Hedging Agreement creates certain obligations and liabilities of Borrower to the Bank independent of this Loan Agreement and the Note. The Borrower shall comply with all terms, conditions and requirements of the Hedging Agreement as provided therein.

2. Security .

(a) Security . The Note and the other Liabilities (as defined below) shall be secured by (i) a certain Mortgage, Security Agreement and Assignment from the Borrower to Bank (the “Mortgage”) encumbering the real property with all improvements thereon known as Lot 1 and Outlot A of Block 1, Ebeling Farm Addition, Owatonna, Minnesota, (the collateral described in the Mortgage may be referred to as the “Mortgaged Property”). In addition, the Borrower’s Liabilities to the Bank under this Agreement and the Hedging Agreement shall be secured by a Negative Pledge Agreement (the “Negative Pledge”) from Borrower relative to the premises located at 10 Trotter Drive, Medway, Massachusetts 02053 (the “Medway Property”). In lieu of the Negative Pledge the Borrower may, at its option, deliver to the Bank substitute collateral with a valuation of not less than $325,000.00 (the “Substitute Collateral”), which Substitute Collateral must be in form and substance (including, without limitation, a perfected security interest) satisfactory to the Bank in its sole discretion.

(b) Agreement Regarding Negative Pledge/Substitute Collateral . Notwithstanding anything to the contrary contained herein, the Bank agrees to release the Negative Pledge/Substitute Collateral upon the advance of the Loan Amount as contemplated hereunder, acquisition of the Mortgaged Property by Borrower and the filing of the Mortgage creating in the Bank a first mortgage interest in and to the Mortgaged Property.

(c) Loan Documents . This Loan Agreement, the Hedging Agreement, the Mortgage, the Note, the Negative Pledge, any documentation necessary to the assignment and perfection of the Substitute Collateral and all other agreements, documents and instruments relating to or securing the Loan are collectively referred to herein as the “Loan Documents”.

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4. Representations and Warranties . The Borrower represents and warrants to the Bank that:

(a) Organization . The Borrower is a validly existing and properly organized corporation under the laws of the State of New York, and is in good standing under the laws of the State of New York and of each other jurisdiction in which its business is conducted or properties owned requires such qualification, including, without limitation, the state of Minnesota. The execution and delivery of this Agreement and the Loan Documents constitutes representations by the Borrower and the individual(s) signing this Agreement and the Loan Documents that such execution and delivery has received all such authorization as may be necessary to permit such execution and delivery, and that it is enforceable against, and binds the Borrower.

(b) Financial Information . Any financial statements previously delivered to the Bank in connection with the Loan are true and correct in all material respects, were prepared in accordance with generally accepted accounting principles consistently applied and fairly present the respective financial conditions, results of operations and cash flows of the subjects thereof as of the respective dates thereof; as of the date hereof, no material adverse change has occurred in the financial conditions reflected therein since the respective dates thereof and no additional borrowings have been made by the Borrower since the date thereof which have not been fully repaid or which would materially affect the Borrower’s ability to perform its obligations hereunder other than the borrowing contemplated hereby, or pursuant to the currently outstanding credit facilities with GMAC Commercial Finance (“GMAC”) or the CIT Group/Business Credit, Inc. (“CIT”), or any other borrowings approved by the Bank, and that the Borrower is not in default under any note or any other agreement.

(c) Litigation . Except as described on Exhibit 4(c) hereto, there are no actions, suits or proceedings of a material nature pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower and not covered by liability insurance, or involving the validity or enforceability of the Mortgage or the priority of the lien of any of the same, at law or in equity, or before or by any Governmental Authority, and Borrower is not in default with respect to any judgment, decision, order, writ, injunction, decree or demand of any court or any Governmental Authority.

(d) Power and Authority . The consummation of the transactions hereby contemplated and performance of this Agreement, the Note, the Mortgage, the Negative Pledge, and other Loan Documents are within the powers of the Borrower and have been duly authorized by all necessary action and do not and will not result in any breach of, or constitute a default under, or conflict with any statute or other law, or any order, regulation or ruling of any court or other tribunal or of any governmental or administrative authority or agency, or any mortgage, deed of trust, lease, loan or credit agreement, corporate charter or by-law, partnership agreement, trust agreement or other instrument or as to which the Borrower is a party or by which it may be bound or affected.

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(e) Access to Utilities . All public utility services necessary for the operation of the Mortgaged Property for its intended purpose are or at the time of Acquisition will be available at the boundaries of the Mortgaged Property including water supply, gas, electric and telephone facilities, and there is no impediment or restriction to connecting any of such facilities to the improvements and no charge required therefor, except as specifically noted in the written materials previously delivered by the Borrower to the Bank.

(f) Absence of Liens . Borrower has not made or entered into any contract or arrangement of any kind the performance of which by the other party thereto would give rise to a prior lien on the Mortgaged Property, in favor of any party other than the Bank, except for Permitted Encumbrances (as defined in the Mortgage).

(g) No Default . There is no default on the part of the Borrower under this Agreement or the other Loan Documents and, to the Borrower’s knowledge, no event has occurred and is continuing which with notice or the passage of time or both would constitute a default thereunder.

(h) Compliance . The Mortgaged Property contains no structural defects in the improvements thereto and upon completion, will comply with all applicable laws, ordinances, permits, licenses, approvals, regulations, restrictive covenants, environmental laws and zoning laws, and requirements of any governmental authorities.

(i) ERISA . The Borrower does not have a defined benefit pension plan under the Employee Retirement Income Security Act of 1974, as amended from time to time, the unfunded liabilities of which could be held to be a liability of the Borrower by the Pension Benefit Guaranty Corporation.

(j) Taxes . The Borrower has filed all federal, state and other tax and similar returns required to be filed and has, in all material respects, paid or provided for the payment of all taxes and assessments due thereunder, including all withholding, FICA and franchise taxes.

(k) Solvency . The Borrower is solvent and able to pay its debts as they become due.

(l) Loan Proceeds . The proceeds of the Loan made by the Bank to the Borrower are and shall be used for commercial purposes to acquire the Mortgaged Property.

5. Conditions to Loan Funding . The Bank shall not be obligated to advance the Loan Amount unless the Borrower is in compliance with the provisions hereof and each of the following additional conditions has been met:

(a) Loan Documents . The Borrower shall have executed, or cause to have been executed, and in each case delivered to the Bank, the Loan Documents and all items set forth on the Closing Agenda attached hereto as Exhibit A except as waived by Bank or Bank’s counsel.

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(b) Title Insurance . The Borrower shall have delivered to the Bank a full coverage ALTA form of title insurance policy in an amount not less than the full amount of the Loan (or, in lieu of a policy, a title commitment containing the title company’s unconditional agreement to issue such a policy) insuring that the Mortgage is a valid first lien on Borrower’s unencumbered estate of good and marketable title in the Mortgaged Property, subject only to the Permitted Encumbrances (as defined in the Mortgage) and such other exceptions as shall be approved by the Bank’s counsel. The title insurance policy and issuer shall be subject to the approval of the Bank and shall contain only such title exceptions as shall be approved by the Bank’s counsel and the Bank shall be provided with such endorsements (including, without limitation, an ALTA 3.1 zoning endorsement) or other agreements of supplemental insurance (available in the State of Minnesota) as Bank shall require at the time of closing the Loan.

(c) Survey . The Borrower shall provide to the Bank an ALTA as built survey, with related surveyor certifications, in such detail as the Bank may require, in form and substance satisfactory to the Bank, including without limitation, a certification as to whether the Mortgaged Property is within a flood hazard area.

(d) Insurance . The Borrower shall furnish to the Bank (with evidence of payment of the premiums therefor annually in advance) relative to the Mortgaged Property, or the Bank may obtain at the Borrower’s expense (but the Bank shall have no obligation to do so) such insurance as required by the Mortgage.

(e) Opinions/Certifications . The Bank shall be in receipt of such opinions of counsel as the Bank shall reasonably request, which shall be in form and content satisfactory to the Bank and its counsel, dated as of the date hereof, including, without limitation, opinions regarding the legal existence of the Borrower, the authority of the Borrower to execute all documents as to which it is a party, the enforceability of all documents and the existence of any pending or threatened litigation against the Borrower. The Borrower shall also deliver to the Bank a certification from the appropriate municipal body/board as to compliance of the Mortgaged Property with applicable zoning requirements.

(f) Organizational Documents . The Bank shall be in receipt of certified copies of all organizational documents of the Borrower and all amendments thereto as well as certified copies of appropriate authorizations for each party.

(g) Miscellaneous Documents . Unless waived by the Bank, the Bank shall be in receipt of: (i) copies of all documentation relative to the Acquisition, (ii) a copy of all agreements which affect the Mortgaged Property, (iii) certification from the Borrower that all financial statements previously delivered to the Bank fairly present the financial condition of the party described therein as of the date thereof, and (iv) an independent appraisal of the Mortgaged Property, by an appraiser satisfactory to the Bank showing an appraised value in amount which justifies a loan to value ratio of not more than eighty five percent (85%).

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(h) Representations and Warranties . The representations and warranties of the Borrower set forth in Section 4 above, all remain true and correct in all respects.

(i) Completion of Improvements; Permits and Approvals . The Improvements shall have been completed in all respects in a manner satisfactory to the Bank. The Bank shall (i) have received a copy of all variances, licenses and special permits, if any required for the use and operation of the Mortgaged Property (collectively, the “Approvals”) including, without limitation, occupancy permits, and (ii) the Borrower shall have satisfied all of the terms and conditions of the Approvals. Further, the Borrower shall have provided the Bank with evidence that all gas, sewer, water, electrical, telephone and any other utility services are available at the Mortgaged Property in adequate supply.

(j) Lease; Lease Restrictions; Borrower’s Estoppel . There shall have been no assignment (except pursuant to the express provision thereof), material amendment, material modification or termination of any existing lease, nor shall the Borrower have entered into any new lease affecting the Mortgaged Property, without the prior written consent of the Bank. In addition, the Bank shall have received copies of all leases for all or any portion of the Mortgaged Property and a certificate from the Borrower setting forth the commencement date of the term of each lease affecting the Mortgaged Property. The Borrower shall confirm that (i) each such lease is in full force and e