INVACARE CORPORATION. WAIVER AND AMENDMENT Dated as of November 14, 2006 to NOTE PURCHASE AGREEMENTS Dated as of February 27, 1998 ----------------------------------- Re: $80,000,000 6.71% Series A Senior Notes due February 27, 2008 and $20,000,000 6.60% Series B Senior Notes due February 27, 2005 ================================================================================ WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENTS THIS WAIVER AND AMENDMENT dated as of November 14, 2006 (the or this "Waiver"), to the separate and several Note Purchase Agreements dated as of February 27, 1998, is between INVACARE CORPORATION, an Ohio corporation (the "Company"), and each of the institutions which is a signatory to this Waiver and is a Noteholder referred to below.
INVACARE CORPORATION. By: ---------------------------------- Its: ------------------------------ SWING LINE NOTE $10,000,000 February 27, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, Invacare Corporation, an Ohio corporation (the "Borrower"), promises to pay to the order of The First National Bank of Chicago, a national banking association (the "Bank"), at the principal banking office of the Agent in lawful money of the United States of America and in immediately available funds, the principal sum of Ten Million Dollars ($10,000,000) or such lesser amount of unpaid Swing Line Loans as recorded in the books and records of the Bank, on the Termination Date; and to pay interest on the unpaid principal balance hereof from time to time outstanding, in like money and funds, for the period from the date hereof until the Swing Line Loans evidenced hereby shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement referred to below. The Bank is hereby authorized by the Borrower to record on its books and records, the date, amount and type of each Swing Line Loan, the duration of the related Interest Period (if applicable), the amount of each payment or prepayment of principal thereon and the other information provided for on such schedule, which schedule or such books and records, as the case may be, shall constitute prima facie evidence of the information so recorded, PROVIDED, HOWEVER, that any failure by the Bank to record any such information shall not relieve the Borrower of its obligation to repay the outstanding principal amount of such Swing Line Loans, all accrued interest thereon and any amount payable with respect thereto in accordance with the terms of this Swing Line Note and the Loan Agreement. The Borrower and each endorser or guarantor hereof waives demand, presentment, protest, diligence, notice of dishonor and any other formality in connection with this Swing Line Note. Should the indebtedness evidenced by this Swing Line Note or any part thereof be collected in any proceeding or be placed in the hands of attorneys for collection, the Borrower agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting this Swing Line Note, including attorneys' fees and expenses. This Swing Line Note evidences one or more Swing Line Loans made under a Loan Agreement, dated as of February 27, 1997 (as amended or modified from time to time, the "Loan Agreement"), by and among Invacare Corporation, an...
INVACARE CORPORATION. WAIVER AND AMENDMENT Dated as of November 14, 2006 to NOTE PURCHASE AGREEMENTS Dated as of October 1, 2003 ----------------------------------- Re: $50,000,000 3.97% Series A Senior Notes due October 1, 2007 $30,000,000 4.74% Series B Senior Notes due October 1, 2009 and $20,000,000 5.05% Series C Senior Notes Due October 1, 2010 ================================================================================ WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENTS THIS WAIVER AND AMENDMENT dated as of November 14, 2006 (the or this "Waiver"), to the separate and several Note Purchase Agreements dated as of October 1, 2003, is between INVACARE CORPORATION, an Ohio corporation (the "Company"), and each of the institutions which is a signatory to this Waiver and is a Noteholder referred to below.
INVACARE CORPORATION. By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Chief Financial Officer --------------------------- NBD Bank, as Agent By: Xxxxxxxx X. Xxxxx -------------------------------- Xxxxxxxx X. Xxxxx Its: First Vice President --------------------------- THE FIRST NATIONAL BANK OF CHICAGO By: Xxxxxxxx X. Xxxxx -------------------------------- Xxxxxxxx X. Xxxxx Its: First Vice President --------------------------- NATIONAL CITY BANK By: Xxxxxxx X. XxXxxx -------------------------------- Xxxxxxx X. XxXxxx Its: Vice President --------------------------- KEYBANK NATIONAL ASSOCIATION By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Vice President --------------------------- SOCIETE GENERALE, CHICAGO BRANCH By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Vice President --------------------------- SUN TRUST BANK, CENTRAL FLORIDA, NA By: Xxxxx X. Xxxxxxx -------------------------------- Xxxxx X. Xxxxxxx Its: Vice President ---------------------------
INVACARE CORPORATION. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
INVACARE CORPORATION. By: /S/ Xxxxxx X. Xxxxxxx --------------------------- Its Chief Financial Officer ---------------------------
INVACARE CORPORATION. By: By: ----------------------------- ---------------------------- Its: Its: ---------------------- -----------------------
INVACARE CORPORATION. By: -------------------------- Its: ---------------------- EXHIBIT E REQUEST FOR LOAN To each Bank party to the referenced Loan Agreement c/o NBD Bank, as Agent for the Banks 000 Xxxxxxxx Xxxxxx Detroit, Michigan 48226 Attention: Midwest Banking Division Invacare Corporation, (the "Treasury Manager"), on behalf of the Borrowers referred to below, hereby requests a Revolving Credit Loan pursuant to Section 2.5 of the Loan Agreement, dated as of February 27, 1997 (as amended or modified from time to time, the "Loan Agreement"), among Invacare Corporation, an Ohio corporation (the "Company"), the Borrowing Subsidiaries designated from time to time (collectively with the Company, the "Borrowers"), the Banks referenced therein and you, as Agent for the Banks.
INVACARE CORPORATION. By: ------------------------------------- Its: --------------------------------- Dated: ________________, 199_ EXHIBIT F OPINION OF COUNSEL February 27, 1997 The First National Bank of Chicago National City Bank KeyBank National Association Societe Generale, Chicago Branch Sun Trust Bank, Central Florida, NA Wachovia Bank of Georgia, NA PNC Bank, NA Commerzbank Aktiengesellschaft, Chicago Branch The Sanwa Bank, Limited, Chicago Branch The Bank of New York NBD Bank, as Agent c/o NBD Bank, as Agent 000 Xxxxxxxx Xxxxxx Detroit, Michigan 48226 Ladies and Gentlemen:
INVACARE CORPORATION. FIRST AMENDMENT Dated as of October 1, 2003 to NOTE PURCHASE AGREEMENTS Each dated as of February 27, 1998 ----------------------------------- Re: $80,000,000 6.71% Series A Senior Notes, Due February 27, 2008 $20,000,000 6.60% Series B Senior Notes Due February 27, 2005 ================================================================================ FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS THIS FIRST AMENDMENT dated as of October 1, 2003 (the or this "First Amendment") to the Note Purchase Agreements each dated as of February 27, 1998 is between INVACARE CORPORATION, an Ohio corporation (the "Company"), and each of the institutions which is a signatory to this First Amendment (collectively, the "Noteholders").
