INVACARE CORPORATION Sample Clauses

INVACARE CORPORATION. By: __________________________________ Its: _________________________________ The undersigned hereby executes this Guaranty for the purpose of accepting it and agreeing to paragraph 20 hereof. JPMORGAN CHASE BANK, N.A., as Agent By: ____________________________ Its: ___________________________ Dated: January 14, 2005 EXHIBIT E BID-OPTION QUOTE REQUEST [Date] JPMorgan Chase Bank, N.A., as Agent for the Banks 1 Bank One Plaza Chicago, IL 60670 Invacare Corporatio▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇") ▇▇ behalf of the Borrowers referred to below, hereby requests offers to make Bid-Option Loans comprising the Bid-Option Borrowing(s) described below pursuant to Section 2.2(b) of the Credit Agreement, dated as of January 14, 2005, as amended, supplemented or otherwise modified (the "Credit Agreement"), by and among INVACARE CORPORATION, an Ohio corporation (the "Company"), certain Borrowing Subsidiaries designated therein from time to time (collectively with the Company, the "Borrowers"), the Banks, and JPMORGAN CHASE BANK, N.A., as administrative agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. Date of Bid-Option Borrowing(s): ________, 200_ Designated Borrower: _____________________ Aggregate Amount of each Bid-Option Borrowing: (a) _______________* (b) ______________ (c) ______________ Interest Period: (a) ______________** (b) ______________ (c) ______________ INVACARE CORPORATION By:________________________ Its:_______________________ *Must be (a) $5,000,000 or a larger multiple of $1,000,000. **Must comply with the definition of the term "Bid-Option Interest Period." EXHIBIT F INVITATION FOR BID-OPTION QUOTES [Date] To: [Name of Bank] Attention: ____________________ Reference is made to the Credit Agreement, dated as of January 14, 2005, as amended, supplemented or otherwise modified (the "Credit Agreement"), by and among INVACARE CORPORATION, an Ohio corporation (the "Company") certain Borrowing Subsidiaries designated therein from time to time (collectively with the Company, the "Borrowers"), the Banks, and JPMORGAN CHASE BANK, N.A., as administrative agent (the "Agent"). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. Pursuant to Section 2.2(c) of the Credit Agreement, JPMorgan Chase Bank, N.A., as Agent, is pleased on behalf of the Borrowers to invite you to submit Bid-Option Quotes to the Borrowers for the Bid-...

INVACARE CORPORATION. SECOND WAIVER AND AMENDMENT Dated as of December 15, 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 $20,000,000 5.05% Series C Senior Notes due October 1, 2010 ================================================================================ SECOND WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENTS THIS SECOND WAIVER AND AMENDMENT, dated as of December 15, 2006 (this "Waiver and Amendment") 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: -------------------------- Its: ---------------------- EXHIBIT E REQUEST FOR LOAN To each Bank party to the referenced Loan Agreement c/o NBD Bank, as Agent for the Banks ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

INVACARE CORPORATION. By: By: ----------------------------- ---------------------------- Its: Its: ---------------------- -----------------------

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").

INVACARE CORPORATION. By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------- Its Chief Financial Officer ---------------------------

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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Detroit, Michigan 48226 Ladies and Gentlemen:

INVACARE CORPORATION. By: ---------------------------------- Its: ------------------------------ SWING LINE NOTE $10,000,000 February 27, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 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...