FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10(ah)

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 21, 2007, is by and among INVACARE CORPORATION, an Ohio corporation (the “Company”), the certain Subsidiaries of the Company from time to time party hereto as foreign borrowers (and together with the Company, the “Borrowers”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors”), the lenders from time to time party hereto (collectively, the “Lenders”), NATIONAL CITY BANK, as Multicurrency Administrative Agent, Multicurrency Collateral Agent, Swing Line Lender and an L/C Issuer, NATIONAL CITY BANK, Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent, and BANC OF AMERICA SECURITIES ASIA LIMITED, as Australian Administrative Agent and Australian Collateral Agent.

W I T N E S S E T H

WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agents and the Collateral Agents are parties to that certain Credit Agreement dated as of February 12, 2007 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, Invacare Florida Holding LLC made two (2) dividend payments to 1207273 Alberta ULC in an aggregate amount of CAN $2,599,814 (the “Dividend Payment Event”); and

WHEREAS, the Loan Parties have requested the Required Lenders (a) waive the Dividend Payment Event and (b) amend the Credit Agreement to permit future dividends to 1207273 Alberta ULC; and

WHEREAS, the Required Lenders are willing to (a) waive the Dividend Payment Event and (b) make such amendment to the Credit Agreement, in each case subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

WAIVER

1.1 Waiver of Event of Default. Notwithstanding the provisions of the Credit Agreement to the contrary, the Required Lenders hereby waive, on a one-time basis, the Dividend Payment Event.

1.2 Effectiveness of Waiver. This Amendment shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any other action by the Borrowers nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Credit Agreement, except as specifically modified or waived by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, any Administrative Agent’s, Collateral Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

ARTICLE II

AMENDMENT TO CREDIT AGREEMENT

2.1 Amendment to Section 7.06. Section 7.06 is hereby amended by adding the following clause (f) to the end of such Section and making the appropriate punctuation and grammatical changes thereto:

(f) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Company and its Subsidiaries shall realize a tax benefit as a result thereof, any Domestic Subsidiary may declare and make dividend payments or other distributions payable to 1207273 Alberta ULC in an aggregate amount not to exceed CAN $17,000,000 per fiscal year.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

3.1 Closing Conditions. This Amendment shall become effective as of February 28, 2007 (the “Amendment Effective Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Multicurrency Administrative Agent):

(a) Executed Amendment. The Multicurrency Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, the Required Lenders and acknowledged by the Multicurrency Administrative Agent.

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(b) Fees and Expenses. The Borrower shall have paid in full all reasonable out-of-pocket fees and expenses of the Multicurrency Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx PLLC.

(c) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Multicurrency Administrative Agent and its counsel.

ARTICLE IV

MISCELLANEOUS

4.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

4.2 Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d) The representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

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(f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the applicable Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

4.3 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.

4.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

4.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Multicurrency Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Multicurrency Administrative Agent’s legal counsel.

4.6 Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the Multicurrency Administrative Agent, as is necessary to carry out the intent of this Amendment.

4.7 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

4.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

4.9 No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against any Administrative Agent, the Lenders, or any Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under this Credit Agreement on or prior to the date hereof.

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4.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.12 General Release. In consideration of the Required Lenders, entering into this Amendment, each Loan Party hereby releases each Administrative Agent, the Lenders, and each Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof, except, with respect to any such person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such person’s gross negligence, bad faith or willful misconduct.

4.13 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

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INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BORROWERS:				INVACARE CORPORATION,
				an Ohio corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Chief Financial Officer
				XXXXXXX HEALTHCARE INC.,
				an Ontario corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Chief Financial Officer
				INVACARE AUSTRALIA PTY LTD,
				an Australian corporation
				By:
				Name:		XxXxxxxx Xxxxx
				Title:		Secretary
				INVACARE HOLDINGS C.V.,
				a Dutch limited partnership
				By:		Invacare Holdings LLC, a general partnership
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Treasurer
				INVACARE INTERNATIONAL SARL,
				a Swiss corporation
				By:
				Name:		Theo Vassiloudis
				Title:		Finance Director, Europe

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

INVACARE LIMITED,
a private limited company organized under the laws of England and Wales
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		CEO
SCANDINAVIAN MOBILITY INTERNATIONAL APS,
a Danish private limited company
By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Director and Manager

DOMESTIC GUARANTORS:

ADAPTIVE SWITCH LABORATORIES, INC., a Texas corporation
INVACARE FLORIDA CORPORATION, a Delaware corporation
INVACARE CREDIT CORPORATION, an Ohio corporation
THE AFTERMARKET GROUP, INC., a Delaware corporation
THE HELIXX GROUP, INC., an Ohio corporation
CHAMPION MANUFACTURING INC., a Delaware corporation
HEALTHTECH PRODUCTS, INC., a Missouri corporation
INVACARE CANADIAN HOLDINGS, INC., a Delaware corporation
INVACARE INTERNATIONAL CORPORATION, an Ohio corporation
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

Title:		Vice President and Treasurer
KUSCHALL, INC., a Delaware corporation
ALTIMATE MEDICAL, INC., a Minnesota corporation
INVACARE SUPPLY GROUP, INC., a Massachusetts corporation
INVACARE HOLDINGS, LLC, an Ohio limited liability company
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Treasurer

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

FREEDOM DESIGNS, INC.,
a California corporation
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President and Treasurer
GARDEN CITY MEDICAL INC.,
a Delaware corporation
MEDBLOC, INC.,
a Delaware corporation
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President and Treasurer
INVACARE FLORIDA HOLDINGS, LLC,
a Delaware limited liability company
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Treasurer and Secretary

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

CANADIAN GUARANTORS:				1207273 ALBERTA ULC,
				an Alberta corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer
				2083806 ONTARIO INC.,
				an Ontario corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer
				6123449 CANADA INC.,
				a Canada corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer
				INVACARE CANADA L.P.,
				an Ontario limited partnership
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer
				INVACARE CANADA GENERAL PARTNER INC.,
				a Canada corporation
				By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxx
				Title:		Vice President and Treasurer

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

MOTION CONCEPTS L.P.,
an Ontario limited partnership
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President and Treasurer
PERPETUAL MOTION ENTERPRISES LIMITED,
an Ontario corporation
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President and Treasurer

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

AUSTRALIAN GUARANTORS:				ADELAIDE SCOOTERS & WHEELCHAIRS PTY LTD,
				an Australian corporation
				By:		/s/ XxXxxxxx Xxxxx
				Name:		XxXxxxxx Xxxxx
				Title:		Secretary
				AUSTRALIAN HEALTHCARE EQUIPMENT PTY LTD,
				an Australian corporation
				By:		/s/ XxXxxxxx Xxxxx
				Name:		XxXxxxxx Xxxxx
				Title:		Secretary
				HOME HEALTH EQUIPMENT PTY LTD,
				an Australian corporation
				By:		/s/ XxXxxxxx Xxxxx
				Name:		XxXxxxxx Xxxxx
				Title:		Secretary
				XXXXXX SURGICAL PTY LTD,
				an Australian corporation
				By:		/s/ XxXxxxxx Xxxxx
				Name:		XxXxxxxx Xxxxx
				Title:		Secretary

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

FOREIGN GUARANTORS:				INVACARE A/S,
				a Danish limited liability company
				By:		/s/ Theo Vassiloudis
				Name:		Theo Vassiloudis
				Title:		Finance Director, Europe
				INVACARE B.V.,
				a Dutch private limited liability company
				By:		/s/ Theo Vassiloudis
				Name:		Theo Vassiloudis
				Title:		Finance Director, Europe
				INVACARE EC-HØNG A/S,
				a Danish limited company
				By:		/s/ Theo Vassiloudis
				Name:		Theo Vassiloudis
				Title:		Finance Director, Europe
				INVACARE HOLDINGS TWO B.V.,
				a Dutch private limited liability company
				By:		/s/ Xxxxx Xxxxx
				Name:		Xxxxx Xxxxx
				Title:		Comptroller
				INVACARE UK OPERATIONS LTD.,
				a private limited company organized under the laws of England and Wales
				By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		CEO

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

KÜSCHALL AG,
a Swiss corporation
By:		/s/ Xxxx-Xxxxxxxx Xxxxx
Name:		Xxxx-Xxxxxxxx Xxxxx
Title:		Comptroller

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

Acknowledged and Agreed:
NATIONAL CITY BANK, as
Multicurrency Administrative Agent
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Senior Vice President

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

NATIONAL CITY BANK, as Lender, L/C
Issuer and Swing Line Lender
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Senior Vice President

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

BANK OF AMERICA, N.A.
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION
By:		/s/ X.X. xxxxxx
Name:		X.X. xxxxxx
Title:		Senior Vice President

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

BANC OF AMERICA SECURITIES ASIA LIMITED, as a Lender and Australian Administrative Agent

By:

Name:

Title:

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

[OTHER LENDERS] Carlyle Capital Investment Limited
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners VII, Ltd
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle Credit Partners
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle Loan Investment, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners IV, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners VI, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners X, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

Carlyle High Yield Partners VIII, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners IX, Ltd.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
General Electric Capital Corporation
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Its Duly Authorized Signatory
Grand Central Asset Trust, LAC Series
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Attorney-in-fact
Harch CLO III, Limited
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Authorized Signatory
Hartford Institutional Trust,
On behalf of its Floating Rate Bank Loan Series
By: Hartford Investment management Company, Its Investment Manager
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Senior Vice President
Keybank National Association
By:		/s/ X.X. Xxxxxx
Name:		X.X. Xxxxxx
Title:		Senior Vice President

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

L.A. Funding LLC
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Assistant Vice President
Navigare Funding I CLO Ltd
By Navigare Partners LLC
Its collateral manager
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:		Managing Director
Navigare Funding II CLO Ltd
By Navigare Partners LLC
Its collateral manager
By:		/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx
Title:		Managing Director
Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CEPI Loand Funding LLC.
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Attorney-in-fact
Stoney Land Fuding, I Ltd.
By: HillMark Capital Management, L.P.,
As Collateral Manager
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Senior Portfolio Manager

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

Venture III CDO Limited
By its investment advisor,
MJX Asset Management LLC
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
Venture IV CDO Limited
By its investment advisor,
MJX Asset Management LLC
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
Venture VII CDO Limited
By its investment advisor,
MJX Asset Management LLC
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
Venture VIII CDO Limited
By its investment advisor,
MJX Asset Management LLC
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
Merchants Bank, National Association
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President
UBS AG, Stamford Branch
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Associate Director
		Banking Products Services, US

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

By:		/s/ Xxxxxxxx Xxxx
Name:		Xxxxxxxx Xxxx
Title:		Associate Director
		Banking Products Services, US
LaSalle Commercial Lending,
A Division of ABN AMRO Bank N.V.
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President
By:		/s/ H. Bayu Budiatmanto
Name:		H. Bayu Budiatmanto
Title:		Vice President
BMO Capital Markets Financing Inc.
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director
LaSalle Bank National Association
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President
Nordea Bank Finland, PLC.
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Senior Vice President
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		SVP Credit
PNC Bank, N.A.
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Credit Officer

INVACARE CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

SunTrust Bank
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Managing Director
AMMC CLO III, LIMITED
By: American Money Management Corp.,
As Collateral Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President
AMMC CLO IV, LIMITED
By: American Money Management Corp.,
As Collateral Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President
Atlas Loan Funding (Hartford), LLC
By Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President
Beecher CBNA Loan Funding LLC
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Attorney-in-fact