Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza New York, NY 10019Invacare Corp • March 16th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: Nomura Global Financial Products Inc. Re: Base Call Option Transaction Date: March 11, 2021
INVACARE CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 16, 2021Invacare Corp • March 16th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE dated as of March 16, 2021 between INVACARE CORPORATION, an Ohio corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Invacare Corporation $110,000,000 4.25% Convertible Senior Notes due 2026 Purchase AgreementInvacare Corp • March 16th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Invacare Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $110,000,000 principal amount of its 4.25% Convertible Senior Notes due 2026 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, for settlement within a period of 13 days from, and including, the Closing Date, up to an additional $15,000,000 principal amount of its 4.25% Convertible Senior Notes due 2026 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 4.25% Convertible Senior Notes due 2026 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, common shares of the Company, without par value (t
JPMorgan Chase Bank, National Association New York BranchInvacare Corp • March 16th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: JPMorgan Chase Bank, National Association, New York Branch Re: Base Call Option Transaction Date: March 11, 2021
Morgan Stanley & Co. LLC New York, NY 10036Letter Agreement • March 16th, 2021 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies
To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: March 12, 2021
