**Exhibit 10.6**

SEVENTH AMENDMENT TO FINANCING AGREEMENT 

THIS SEVENTH AMENDMENT TO FINANCING AGREEMENT, dated as ofOctober 17, 2006 (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. TheBorrower and CIT are parties to that certain Financing Agreement, dated as of July 16, 2003, as amended (as amended, modified, restated or supplemented from time to time, the “Financing Agreement”), pursuant to which, amongother things, CIT extended to the Borrower a revolving credit and term loan facility. 

B. The Borrower has requested that the FinancingAgreement 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 withoutdefinition shall have the meanings ascribed to such terms in the Financing Agreement as amended hereby, unless otherwise defined herein. 

AGREEMENTS: 

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

ARTICLE I

AMENDMENTS 

1.1 Thedefinition of “Permitted Encumbrance” set forth in Section 1 of the Financing Agreement, Definitions, is hereby amended by adding the following new clause (1) at the end thereof: 

“and (1) liens on the property referred to in clause (1) of the definition of “Permitted Indebtedness” provided that(i) such liens shall only cover the real property interest held by the Company in such property and (ii) the applicable mortgagee shall have executed an intercreditor agreement substantially in the form of Exhibit D.”

1.2 The definition of “Permitted Indebtedness” set forth in Section 1 of the Financing Agreement, Definitions, ishereby amended by adding the following new clause (1) at the end thereof: 

“and (1) mortgage Indebtedness to one or more financial institutions secured by liens on [oneor both] of the Company’s manufacturing facilities located in Owatonna, Minnesota, provided that the aggregate amount of all such Indebtedness shall not exceed $ 13,000,000.” 

1.3 Paragraph 7.9(e) of Section 7 of the Financing Agreement, Representations, Warranties and Covenants, is hereby amended by substitutingthe following proviso for the proviso which appears at the end thereof: “provided, that the Company may prepay the GMAC Loan.” 

1.4 Paragraph 7.10(b) of Section 7. of the Financing Agreement, Representations, Warranties and Covenants, is hereby amended by adding the following new language at the end thereof: 

“; provided, that the Company may incur Capital Expenditures of up to $24,000,000 in connection with the construction and purchase of theCompany’s new facility located in Owatonna, Minnesota and equipping the same and that such expenditures shall not count as usage of the annual limits set forth above in this Paragraph 7.10(b)”. 

1.5 Clause (v) of Paragraph 10.1(j) of Section 10 of the Financing Agreement, Events of Defaults and Remedies, is hereby amended bysubstituting the percentage “25%” for the percentage “40%” where it appears therein. 

1.6 The Financing Agreement ishereby amended by adding Exhibit D thereto. 

1.7 The Financing Agreement and each of the other Loan Documents are amended to providethat any reference to the Financing Agreement in the Loan Documents or any of the other Loan Documents shall mean the Financing Agreement as previously amended and as amended by this Amendment, and as it may be further amended, modified, restated orsupplemented from time to time. 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

The Borrower hereby represents and warrants to CIT as follows:

2.1 Compliance with Financing Agreement and Other Loan Documents. After giving effect to this Amendment, the Borrower is incompliance with all of the terms and provisions set forth in the Financing Agreement and in the other Loan Documents to be observed or performed by the Borrower. 

2.2 Representations in Financing Agreement and Other Loan Documents. The representations and warranties of the Borrower set forth in the Financing Agreement and the other Loan Documents are true and correct inall material respects. 

2.3 No Event of Default. No Default or Event of Default exists under the Financing Agreement and the otherLoan Documents, 

 

2 

2.4 Authority. The execution and delivery by the Borrower of this Amendment and the performance bythe Borrower of its agreements and obligations under this Amendment and the Financing Agreement (i) are within the corporate authority of the Borrower, (ii) have been duly authorized by all necessary corporate action of the Borrower,(iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower and(iv) do not conflict with the terms of any provision of the corporate charter or by-laws of the Borrower, or any material agreement or other material instrument binding upon the Borrower. 

2.5 Binding Obligation. This Amendment and the other Loan Documents constitute the legal, valid and binding obligations of the Borrower,enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitableprinciples relating to enforceability. 

2.6 Corporate Documents. The articles of incorporation or other charter document and thebylaws of each of the Borrower and the Guarantors have not been amended or modified since the Closing Date. 

ARTICLE III 

CONDITIONS PRECEDENT 

This Amendmentshall become effective and he deemed effective as of the date hereof (the “Seventh Amendment Effective Date”) upon the satisfaction by the Borrower or waiver by CIT of the following conditions precedent: 

(a) Receipt by CIT of this Amendment, duly executed by the Borrower, and consented to by each of the Guarantors; 

(b) No Default or Event of Default shall have occurred and no material adverse change shall have occurred in the financial condition, business,prospects, profits, operations or assets of the Borrower or the Guarantors or their respective subsidiaries; 

(c) Receipt by CIT of suchother documents, instruments, and agreements as CIT and its counsel may reasonably request. 

ARTICLE IV 

MISCELLANEOUS 

4.1 Full Force andEffect. As expressly amended hereby, the Financing Agreement shall continue in full force and effect in accordance with the provisions thereof. As used in the Financing Agreement, “hereinafter”, “hereto”, “hereof”or words of similar import, shall, unless the context otherwise requires, mean the Financing Agreement as amended by this Amendment. 

 

3 

4.2 Applicable Law. This Amendment shall be governed by and construed in accordance with theinternal laws and judicial decisions of the State of New York. 

4.3 Counterparts. This Amendment may be executed in one or morecounterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. 

4.4 Expenses. The Borrower shall reimburse CIT for all reasonable legal fees (including fees for the use of CIT’s in-house counsel) and expenses, all recordation, filing, and other fees and expenses incurred by CIT in connectionwith the preparation, negotiation, execution and delivery of this Amendment and all other agreements and documents or contemplated hereby. 

4.5 Headings. The headings in this Amendment are for the purpose of reference only and shall not affect the construction of this Amendment. 

4.6 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND CIT EACH WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUTOF OR RELATED TO THIS AMENDMENT, THE FINANCING AGREEMENT OR THE OTHER LOAN DOCUMENTS. 

IN WITNESS WFIEREOF, the parties hereto have causedthis Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. 

 
CYBEX INTERNATIONAL, INC.By: 
/s/ Arthur W. Hicks, Jr.
Name: Arthur W. Hicks, Jr.Title: Executive Vice PresidentTHE CIT GROUP/BUSINESS CREDIT, INC.By: 
/s/ John McIntyre
Name: John McIntyreTitle: Vice President
 

4 

CONSENT OF GUARANTORS 

Each of the undersigned (individually, a “Guarantor” and, collectively, the “Guarantors”), a Guarantor of all of theindebtedness, obligations or liabilities of Cybex lnternational, Inc., a New York corporation, to The CIT Group/Business Credit, Inc., a New York corporation (“CIT”), pursuant to that certain Guaranty, dated July 16, 2003,executed by each of the Guarantors in favor of CIT, does hereby acknowledge receipt of a copy of the within and foregoing Seventh Amendment to Financing Agreement, dated as of the same date hereof, and, in connection therewith, hereby consents tothe execution, delivery and performance thereof and agrees that nothing contained therein nor in any document, instrument or other agreement required or contemplated thereby, shall alter, discharge, release, cancel or impair the duties andobligations of such Guarantor under the Guaranty and that the Guaranty shall continue to remain in full force and effect, enforceable against such Guarantor in accordance with its terms, without any right of offset, deduction, defense orcounterclaim in favor of such Guarantor against CIT. 

IN WITNESS WHEREOF, each of the Guarantors has executed this Consent under seal as ofthe day and year first above written. 

 
CYBEX CAPITAL CORPORATIONBy: 
/s/ Arthur W. Hicks, Jr.
Name: Arthur W. Hicks, Jr.Title: Vice President
Signed as a deed by CYBEX INTERNATIONAL

UKLIMITED acting by:

/s/ John Aglialoro
Director 
/s/ Arthur W. Hicks, Jr.
Director 
 

5