AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2023 among INVACARE HOLDINGS CORPORATION, as Holdings, INVACARE CORPORATION, as the Borrower, The LENDERS Party Hereto, CANTOR FITZGERALD SECURITIES, as Administrative Agent, and GLAS TRUST...Credit Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Schedule 1.01(a) — Excluded Subsidiaries Schedule 1.01(b)Schedule 1.01(c) —— Collateral DocumentsGuarantors Schedule 2.01 — Commitments Schedule 3.05 — Effective Date Material Real Property Schedule 3.12 — Subsidiaries Schedule 5.14 — Post-Closing Matters Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04(f) — Existing Investments Schedule 6.07 — Existing Restrictions Schedule 6.09 — Existing Affiliate Transactions
INVACARE HOLDINGS CORPORATION AND THE NOTES GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND GLAS TRUST COMPANY LLC, as Trustee and Notes Collateral Agent INDENTURE Dated as of May 5, 2023 7.50% Convertible Senior Secured Notes due 2028, Tranche IIINVACARE HOLDINGS Corp • May 8th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies • New York
[_______________] Supplemental Indenture (this “Supplemental Indenture”), dated as of _____________, [between][among] _______________ (the “Guaranteeing Subsidiary”), a subsidiary of Invacare Holdings Corporation, a Delaware corporation (the “Company”), and GLAS Trust Company LLC, as trustee (the “Trustee”) and notes collateral agent (the “Notes Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT (“Agreement”), is made as of the 5TH day of May, 2023, and will be effective as of the effective date of Invacare Corporation’s Chapter 11 Plan (the “Effective Date”), by and among INVACARE HOLDINGS CORPORATION, a Delaware corporation (“New Holdings”), INVACARE CORPORATION, an Ohio corporation (“IVC” and, together with New Holdings, “Invacare”), and ANTHONY C. LAPLACA (the “Executive”).
LOAN AND SECURITY AGREEMENT dated as of May 5, 2023 among INVACARE HOLDINGS CORPORATION, as Parent, INVACARE CORPORATION, FREEDOM DESIGNS, INC., MEDBLOC, INC., INVACARE CANADA L.P., MOTION CONCEPTS L.P., PERPETUAL MOTION ENTERPRISES LIMITED, as...Loan and Security Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This LOAN AND SECURITY AGREEMENT, dated as of May 5, 2023 is among INVACARE HOLDINGS CORPORATION, a Delaware corporation ("Parent") INVACARE CORPORATION, an Ohio corporation ("Invacare"), FREEDOM DESIGNS, INC., a California corporation ("Freedom Designs"), MEDBLOC, INC., a Delaware corporation ("Medbloc"), INVACARE CANADA L.P., an Ontario limited partnership ("Invacare Canada"), MOTION CONCEPTS L.P., an Ontario limited partnership ("Motion Concepts"), and PERPETUAL MOTION ENTERPRISES LIMITED, an Ontario limited partnership ("Perpetual Motion"; together with Invacare, Freedom Designs, Medbloc, Invacare Canada, and Motion Concepts, each a "Borrower", and collectively the "Borrowers"), the entities from time to time party hereto as Guarantors, the several financial institutions from time to time party to this Agreement as Lenders, and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as Administrative Agent and as Collateral Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made as of [____], 2023 by and between Invacare Holdings Corporation, a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTJoinder Agreement • May 8th, 2023 • INVACARE HOLDINGS Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of May 5, 2023 by and among Invacare Holdings Corporation, a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto. Certain definitions are set forth in Section 24.
