0001193125-09-040670 Sample Contracts

INVACARE CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • February 27th, 2009 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio

THIS AGREEMENT is made as of the day of , 20 , by and between INVACARE CORPORATION, an Ohio corporation (the “Corporation”), and (“Indemnitee”), a Director and an Officer of the Corporation.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

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.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 25, 2009 is by and among INVACARE CORPORATION, an Ohio corporation (the “Company”), certain Subsidiaries of the Company party hereto as foreign borrowers (each a “Foreign Borrower” and together with the Company, the “Borrowers”), certain Subsidiaries of the Company party hereto as guarantors (collectively, the “Guarantors” and together with the Borrowers, the “Loan Parties”), the Lenders party hereto, 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.

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