FIRST AMENDMENT TO FORBEARANCE AGREEMENT



 Exhibit 10.3 
  
 FIRST AMENDMENT TO FORBEARANCE AGREEMENT 
  
 This First Amendment to Forbearance Agreement is entered into as of April 1, 2003 by and among: 
  
 Cybex International, Inc. (hereinafter, the “Borrower”), a
New York corporation with its principal executive offices at 10 Trotter Drive, Medway, Massachusetts; 
  
 The subsidiaries of the Borrower identified on the signature pages hereto (individually, a “Guarantor” and collectively, the
“Guarantors”); 
  
 The Lenders party to the
Credit Agreement (defined below) (hereinafter collectively, the “Lenders”); 
  
 Wachovia Bank National Association, as Agent for the Lenders (hereinafter, in such capacity, the “Administrative Agent”), having an office at One First Union Center, 301 South College Street,
Charlotte, North Carolina, 
  
 in consideration of the mutual covenants herein
contained and benefits to be derived herefrom. 
  
 WITNESSETH: 
  

	1.	 	Background. The Administrative Agent, the Lenders, the Borrower, and the Guarantors entered into a Forbearance Agreement as of April 1, 2003 (the “Forbearance
Agreement”), pursuant to which the Lenders agreed to forbear from exercising certain of their rights and remedies upon default, subject to the terms therein contained. The Administrative Agent, the Lenders, the Borrower, and the Guarantors
desire to amend the Forbearance Agreement on the terms set forth herein. 

  
 NOW THEREFORE, the parties agree as follows: 
  

	2.	 	Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Forbearance Agreement. 


 

	3.	 	Amendment to Forbearance Terms. The provisions of Section 5(d) of the Forbearance Agreement are hereby deleted in their entirety and the following substituted in their
stead: 

  

	 	d.	 	Amortization of Term Loans and LOC Reimbursement Term Loans; Payment of Deferred Fee. All regularly scheduled principal payments required to be made on account of Term Loan
A, Term Loan B and each LOC Reimbursement Term Loan from April l, 2003 through the expiration of the Forbearance Period, as well as the payment of the Deferred Fee which was due on March 31, 2003, shall be extended and shall become due on the
earlier of the expiration of the Forbearance Period, or the consummation of a sale of the Borrower and/or any of its subsidiaries. 









	4.	 	Ratification of Credit Documents and Forbearance Agreement. The Borrower and the Guarantors hereby ratify, confirm, and reaffirm, each of the terms and conditions of
the Credit Documents (including the Forbearance Agreement), and warrant and represent that all of the terms and conditions of the Credit Documents (including the Forbearance Agreement) remain in full force and effect and the Borrower and Guarantors
shall comply therewith in all respects (except as provided herein). The Borrower and the Guarantors hereby ratify and confirm each of the representations and warranties set forth in the Credit Documents (including the Forbearance Agreement).


  

	5.	 	General. 

  

	 	a.	 	This First Amendment to Forbearance Agreement, together with the Forbearance Agreement, constitute one entire agreement. 

  

	 	b.	 	In entering into this First Amendment to Forbearance Agreement, the Administrative Agent and the Lenders are not waiving any Existing Defaults. 

  

	 	c.	 	This Agreement incorporates all discussions and negotiations among the Borrower, the Guarantors, the Administrative Agent and the Lenders, either express or implied, concerning the
matters included herein, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions hereof.


  

	 	d.	 	Except as modified hereby, all terms and conditions of the Credit Agreement, the Forbearance Agreement, and the other Credit Documents remain in full force and effect. The Borrower
and each Guarantor shall continue to comply with all of the other terms and conditions of the Credit Agreement, the Forbearance Agreement, and other Credit Documents, as modified hereby. 

  

	 	e.	 	The Borrower and the Guarantors hereby warrant and represent to the Administrative Agent and the Lenders that the Borrower and the Guarantors have each read and understand each of
the terms and conditions of this First Amendment to Forbearance Agreement and that they are entering into this First Amendment to Forbearance Agreement freely and voluntarily, without duress, after having had an opportunity for consultation with
independent counsel of their own selection, and not in reliance upon any representations, warranties, or agreements made by the Administrative Agent or the Lenders and not set forth in this First Amendment to Forbearance Agreement.


  

	 	f.	 	This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. 

  

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 IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument as of the date first
written above. 
  

	CYBEX INTERNATIONAL, INC.
	
	 By     /s/ Arthur W. Hicks, Jr.


		
	 Print Name:
	 	     Arthur W. Hicks, Jr.


	
	 Title:     Vice President


	
	 CYBEX CAPITAL CORP.

	
	 By     /s/ Arthur W. Hicks, Jr.


		
	 Print Name:
	 	     Arthur W. Hicks, Jr.


	
	 Title:     Vice President


	
	 EAGLE PERFORMANCE SYSTEMS, INC.

	
	 By     /s/ Arthur W. Hicks, Jr.


		
	 Print Name:
	 	     Arthur W. Hicks, Jr.


	
	 Title:     Vice President


	
	 GENERAL MEDICAL EQUIPMENT, LTD.

	
	 By     /s/ Arthur W. Hicks, Jr.


		
	 Print Name:
	 	     Arthur W. Hicks, Jr.


	
	 Title:     Vice President


	
	 LUMEX BED SYSTEMS, INC.

	
	 By     /s/ Arthur W. Hicks, Jr.


		
	 Print Name:
	 	     Arthur W. Hicks, Jr.


	
	 Title:     Vice President




  

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	CYBEX FITNESS GERATE VERTRIEBS,
GMBH
	
	 By    /s/ Arthur W. Hicks, Jr.


	
	 Print Name:     Arthur W. Hicks, Jr.


	
	 Title:     Vice President


	
	TECTRIX FITNESS EQUIPMENT, INC.
	
	 By    /s/ Arthur W. Hicks, Jr.


	
	 Print Name:     Arthur W. Hicks, Jr.


	
	 Title:     Vice President




  
 AGREED AND ACCEPTED BY:

  
 WACHOVIA BANK NATIONAL ASSOCIATION, as Administrative Agent and a
Lender 
  

	 By:         /s/ Ron R. Ferguson


	 Print Name: Ron R. Ferguson

	 Title: Managing Director


  

	FLEET NATIONAL BANK, as Lender
	
	 By:         /s/ Kevin M. Behan


	 Print Name: Kevin M. Behan

	 Title: Vice President


  

	FLEET CAPITAL CORPORATION, as Lender
	
	 By:     /s/ Robert A. Mahoney


	 Print Name: Robert A. Mahoney

	 Title: Senior Vice President


  

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