October 28, 2009
Exhibit
2.2
October
28, 2009
Xxxxx
Fargo Bank, National Association
000 Xxxxx
Xxxxxxx Xxxxxxxx
South St.
Xxxx, MN 55075
Attention: Xxxxx
Fargo Shareowner Services
Manager
of Account Administration
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|
Re: Rights Agreement
between Invacare Corporation (the “Company”) and National
City Bank, as Rights Agent, dated July 8, 2005 (the
“Agreement”)
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Ladies
and Gentlemen:
National
City Bank has notified the Company that it is resigning as Rights Agent under
the Agreement effective as of the earlier of November 15, 2009 or the
appointment by the Company of a successor Rights Agent under the
Agreement. The purpose of this letter is to reflect
our agreement that Xxxxx Fargo Bank, National Association (“Xxxxx
Fargo”) be appointed and serve as successor Rights Agent under the
Agreement.
Accordingly,
pursuant to the provisions of Section 21 of the Agreement, effective as of the
date of this letter, the Company hereby appoints Xxxxx Fargo as successor Rights
Agent under the Agreement, with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent under the
Agreement.
By your
execution of this letter, you confirm that (i) you have reviewed the terms of
the Agreement, (ii) you meet all of the qualifications set forth in Section 21
of the Agreement necessary to be appointed as a successor Rights Agent under the
Agreement, and (iii) you accept this appointment and agree to act as successor
Rights Agent under the Agreement. You further confirm that, pursuant
to Section 26 of the Agreement, any notice or demand authorized by the Agreement
to given or made by the Company or by the holder of any Rights Certificate (as
defined in the Agreement), to or on the Rights Agent shall be sufficiently given
if sent by registered mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:
Xxxxx Fargo Bank, National
Association
000 Xxxxx
Xxxxxxx Xxxxxxxx
South St.
Xxxx, MN 55075
Attention: Xxxxx
Fargo Shareowner Services
Manager of Account
Administration
If the
foregoing correctly reflects our agreement, please execute this letter in the
space provided below, and return your fully executed counterpart signature to
the undersigned.
Very truly yours,
INVACARE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx
Senior
Vice President and
Chief
Financial Officer
Agreed
and accepted:
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Officer
