exv10w1






Exhibit 10.1




$400,000,000 REVOLVING CREDIT FACILITY




CREDIT AGREEMENT



by and among



INVACARE CORPORATION, as a Borrower



THE OTHER BORROWERS PARTY HERETO



THE GUARANTORS PARTY HERETO



and



THE LENDERS PARTY HERETO



and



PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent



and



KEYBANK NATIONAL ASSOCIATION and

BANK OF AMERICA, N.A.,

as Co-Syndication Agents



and



RBS CITIZENS, N.A., as Documentation Agent



Dated as of October 28, 2010



PNC CAPITAL MARKETS LLC,

KEYBANK NATIONAL ASSOCIATION, and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	1.	 	CERTAIN DEFINITIONS	 	 	1	 
	 	 	1.1	 	Certain Definitions	 	 	1	 
	 	 	1.2	 	Construction	 	 	36	 
	 	 	1.3	 	Accounting Principles	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	REVOLVING CREDIT AND SWING LOAN FACILITIES	 	 	37	 
	 	 	2.1	 	Revolving Credit and Swing Loan Commitments	 	 	37	 
	 
	 	 	 	2.1.1	 	Revolving Credit Commitment	 	 	37	 
	 
	 	 	 	2.1.2	 	Swing Loan Commitment	 	 	39	 
	 	 	2.2	 	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans	 	 	41	 
	 	 	2.3	 	Revolving Credit Loan Requests; Swing Loan Requests	 	 	41	 
	 
	 	 	 	2.3.1	 	Revolving Credit Loan Requests	 	 	41	 
	 
	 	 	 	2.3.2	 	Swing Loan Requests	 	 	42	 
	 	 	2.4	 	Making and Repaying Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent	 	 	42	 
	 
	 	 	 	2.4.1	 	Making Revolving Credit Loans	 	 	42	 
	 
	 	 	 	2.4.2	 	Presumptions by the Administrative Agent	 	 	42	 
	 
	 	 	 	2.4.3	 	Making Swing Loans	 	 	43	 
	 
	 	 	 	2.4.4	 	Repayment of Revolving Credit Loans	 	 	43	 
	 
	 	 	 	2.4.5	 	Borrowings to Repay Swing Loans	 	 	43	 
	 
	 	 	 	2.4.6	 	Swing Loans Under Cash Management Agreements	 	 	43	 
	 
	 	 	 	2.4.7	 	Records of Swing Loans in Optional Currencies	 	 	44	 
	 	 	2.5	 	Letter of Credit Subfacility	 	 	44	 
	 
	 	 	 	2.5.1	 	Issuance of Letters of Credit	 	 	44	 
	 
	 	 	 	2.5.2	 	Letter of Credit Fees	 	 	45	 
	 
	 	 	 	2.5.3	 	Disbursements, Reimbursement	 	 	45	 
	 
	 	 	 	2.5.4	 	Repayment of Participation Advances	 	 	47	 
	 
	 	 	 	2.5.5	 	Documentation	 	 	47	 
	 
	 	 	 	2.5.6	 	Determinations to Honor Drawing Requests	 	 	47	 
	 
	 	 	 	2.5.7	 	Nature of Participation and Reimbursement Obligations	 	 	47	 
	 
	 	 	 	2.5.8	 	Indemnity	 	 	49	 
	 
	 	 	 	2.5.9	 	Liability for Acts and Omissions	 	 	49	 
	 
	 	 	 	2.5.10	 	Issuing Lender Reporting Requirements	 	 	51	 
	 
	 	 	 	2.5.11	 	Cash Collateral	 	 	51	 
	 	 	2.6	 	Utilization of Commitments in Optional Currencies	 	 	51	 
	 
	 	 	 	2.6.1	 	Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and	 	 	 	 
	 
	 	 	 	 	 	Letters of Credit Outstanding; Repayment in Same Currency	 	 	51	 
	 
	 	 	 	2.6.2	 	Notices From Lenders That Optional Currencies Are Unavailable to Fund New Loans	 	 	51	 
	 
	 	 	 	2.6.3	 	Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals	 	 	 	 
	 
	 	 	 	 	 	of the Euro-Rate Option	 	 	52	 
	 
	 	 	 	2.6.4	 	European Monetary Union	 	 	53	 
	 
	 	 	 	2.6.5	 	Requests for Additional Optional Currencies	 	 	53	 
	 	 	2.7	 	Provisions Applicable to All Loans	 	 	53	 






i









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	2.7.1	 	Notes	 	 	53	 
	 
	 	 	 	2.7.2	 	Use of Proceeds	 	 	54	 
	 
	 	 	 	2.7.3	 	Commitment Fees	 	 	54	 
	 
	 	 	 	2.7.4	 	Joint and Several Obligations	 	 	54	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	RESERVED	 	 	54	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	INTEREST RATES	 	 	54	 
	 	 	4.1	 	Interest Rate Options	 	 	54	 
	 
	 	 	 	4.1.1	 	Revolving Credit Interest Rate Options; Swing Line Interest Rate	 	 	55	 
	 
	 	 	 	4.1.2	 	Rate Quotations	 	 	55	 
	 	 	4.2	 	Interest Periods	 	 	55	 
	 
	 	 	 	4.2.1	 	Amount of Borrowing Tranche	 	 	56	 
	 
	 	 	 	4.2.2	 	Renewals	 	 	56	 
	 	 	4.3	 	Interest During Event of Default	 	 	56	 
	 
	 	 	 	4.3.1	 	Letter of Credit Fees, Interest Rate	 	 	56	 
	 
	 	 	 	4.3.2	 	Other Obligations	 	 	56	 
	 
	 	 	 	4.3.3	 	Acknowledgment	 	 	56	 
	 	 	4.4	 	EuroRate Unascertainable; Illegality; Increased Costs; Deposits Not Available	 	 	56	 
	 
	 	 	 	4.4.1	 	Unascertainable	 	 	56	 
	 
	 	 	 	4.4.2	 	Illegality; Increased Costs; Deposits Not Available	 	 	56	 
	 
	 	 	 	4.4.3	 	Administrative Agent’s and Lender’s Rights	 	 	57	 
	 	 	4.5	 	Selection of Interest Rate Options	 	 	57	 
	 	 	4.6	 	Interest Act (Canada) Disclosure	 	 	58	 
	 	 	4.7	 	Canadian Usury Provision	 	 	58	 
	 	 	4.8	 	Minimum Interest Clause for Swiss Borrowers	 	 	58	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	PAYMENTS	 	 	59	 
	 	 	5.1	 	Payments	 	 	59	 
	 	 	5.2	 	Pro Rata Treatment of Lenders	 	 	59	 
	 	 	5.3	 	Sharing of Payments by Lenders	 	 	60	 
	 	 	5.4	 	Presumptions by Administrative Agent	 	 	61	 
	 	 	5.5	 	Interest Payment Dates	 	 	61	 
	 	 	5.6	 	Voluntary Prepayments	 	 	61	 
	 
	 	 	 	5.6.1	 	Right to Prepay	 	 	61	 
	 
	 	 	 	5.6.2	 	Replacement of a Lender	 	 	62	 
	 	 	5.7	 	Mandatory Prepayments and Related Commitment Reductions	 	 	63	 
	 
	 	 	 	5.7.1	 	Sale of Assets	 	 	63	 
	 
	 	 	 	5.7.2	 	Debt Issuances	 	 	63	 
	 
	 	 	 	5.7.3	 	Equity Issuances	 	 	63	 
	 
	 	 	 	5.7.4	 	Material Recovery Events	 	 	64	 
	 
	 	 	 	5.7.5	 	Currency Fluctuations	 	 	64	 
	 
	 	 	 	5.7.6	 	Application of Payments	 	 	64	 
	 	 	5.8	 	Increased Costs	 	 	65	 
	 
	 	 	 	5.8.1	 	Increased Costs Generally	 	 	65	 
	 
	 	 	 	5.8.2	 	Capital Requirements	 	 	65	 






ii









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	5.8.3	 	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New	 	 	 	 
	 
	 	 	 	 	 	Loans	 	 	66	 
	 
	 	 	 	5.8.4	 	Delay in Requests	 	 	66	 
	 	 	5.9	 	Taxes	 	 	66	 
	 
	 	 	 	5.9.1	 	Payments Free of Taxes	 	 	66	 
	 
	 	 	 	5.9.2	 	Payment of Other Taxes by the Borrowers	 	 	67	 
	 
	 	 	 	5.9.3	 	Indemnification by the Borrowers	 	 	67	 
	 
	 	 	 	5.9.4	 	Evidence of Payments	 	 	67	 
	 
	 	 	 	5.9.5	 	Status of Lenders	 	 	67	 
	 
	 	 	 	5.9.6	 	Lender’s Cooperation in Tax Matters	 	 	69	 
	 	 	5.10	 	Indemnity	 	 	69	 
	 	 	5.11	 	Settlement Date Procedures	 	 	70	 
	 	 	5.12	 	Interbank Market Presumption	 	 	70	 
	 	 	5.13	 	Judgment Currency	 	 	70	 
	 
	 	 	 	5.13.1	 	Currency Conversion Procedures for Judgments	 	 	70	 
	 
	 	 	 	5.13.2	 	Indemnity in Certain Events	 	 	71	 
	 	 	5.14	 	Parallel Debt (Dutch Law Provisions)	 	 	71	 
	 
	 	 	 	5.14.1	 	Corresponding Obligations and relevant US Companies	 	 	71	 
	 
	 	 	 	5.14.2	 	Parallel Debt	 	 	71	 
	 
	 	 	 	5.14.3	 	Nature of Parallel Debt	 	 	71	 
	 
	 	 	 	5.14.4	 	Decrease of Corresponding Obligations / Parallel Debt	 	 	71	 
	 
	 	 	 	5.14.5	 	Creditor of the Parallel Debt	 	 	72	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	REPRESENTATIONS AND WARRANTIES	 	 	72	 
	 	 	6.1	 	Representations and Warranties	 	 	72	 
	 
	 	 	 	6.1.1	 	Organization and Qualification; Power and Authority; Compliance With Laws; Title	 	 	 	 
	 
	 	 	 	 	 	to Properties; Event of Default	 	 	72	 
	 
	 	 	 	6.1.2	 	Subsidiaries and Owners; Investment Companies	 	 	72	 
	 
	 	 	 	6.1.3	 	Validity and Binding Effect	 	 	73	 
	 
	 	 	 	6.1.4	 	No Conflict; Material Contracts; Consents	 	 	73	 
	 
	 	 	 	6.1.5	 	Litigation	 	 	73	 
	 
	 	 	 	6.1.6	 	Financial Statements	 	 	74	 
	 
	 	 	 	6.1.7	 	Margin Stock	 	 	74	 
	 
	 	 	 	6.1.8	 	Full Disclosure	 	 	74	 
	 
	 	 	 	6.1.9	 	Taxes	 	 	75	 
	 
	 	 	 	6.1.10	 	Patents, Trademarks, Copyrights,
Licenses, Etc.	 	 	75	 
	 
	 	 	 	6.1.11	 	Liens in the Collateral	 	 	75	 
	 
	 	 	 	6.1.12	 	Insurance	 	 	75	 
	 
	 	 	 	6.1.13	 	ERISA Compliance	 	 	75	 
	 
	 	 	 	6.1.14	 	Environmental Matters	 	 	76	 
	 
	 	 	 	6.1.15	 	Solvency	 	 	76	 
	 
	 	 	 	6.1.16	 	Fraud and Abuse	 	 	76	 
	 
	 	 	 	6.1.17	 	Licensing and Accreditation	 	 	77	 
	 
	 	 	 	6.1.18	 	Other Regulatory Protection	 	 	77	 
	 
	 	 	 	6.1.19	 	Compliance with the Swiss Twenty
Non-Bank Rule	 	 	77	 
	 	 	6.2	 	Updates to Schedules	 	 	77	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	 	 	78	 
	 	 	7.1	 	First Loans and Letters of Credit	 	 	78	 






iii









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	7.1.1	 	Deliveries	 	 	78	 
	 
	 	 	 	7.1.2	 	Payment of Fees	 	 	79	 
	 	 	7.2	 	Each Loan or Letter of Credit	 	 	79	 
	 	 	7.3	 	PostClosing Covenants	 	 	80	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	COVENANTS	 	 	81	 
	 	 	8.1	 	Affirmative Covenants	 	 	81	 
	 
	 	 	 	8.1.1	 	Preservation of Existence, Etc.	 	 	81	 
	 
	 	 	 	8.1.2	 	Payment of Liabilities, Including
Taxes, Etc.	 	 	81	 
	 
	 	 	 	8.1.3	 	Maintenance of Insurance	 	 	81	 
	 
	 	 	 	8.1.4	 	Maintenance of Properties and Leases	 	 	81	 
	 
	 	 	 	8.1.5	 	Visitation Rights	 	 	81	 
	 
	 	 	 	8.1.6	 	Keeping of Records and Books of Account	 	 	82	 
	 
	 	 	 	8.1.7	 	Compliance with Laws; Use of Proceeds	 	 	82	 
	 
	 	 	 	8.1.8	 	Further Assurances	 	 	82	 
	 
	 	 	 	8.1.9	 	Anti-Terrorism Laws	 	 	82	 
	 
	 	 	 	8.1.10	 	Material Contracts	 	 	83	 
	 
	 	 	 	8.1.11	 	Designation as Senior Debt	 	 	83	 
	 
	 	 	 	8.1.12	 	Compliance with the Swiss Twenty Non-Bank Rules	 	 	83	 
	 	 	8.2	 	Negative Covenants	 	 	84	 
	 
	 	 	 	8.2.1	 	Indebtedness	 	 	84	 
	 
	 	 	 	8.2.2	 	Liens	 	 	85	 
	 
	 	 	 	8.2.3	 	Guaranties	 	 	85	 
	 
	 	 	 	8.2.4	 	Loans and Investments	 	 	85	 
	 
	 	 	 	8.2.5	 	Dividends and Related Distributions	 	 	86	 
	 
	 	 	 	8.2.6	 	Liquidations, Mergers, Consolidations, Acquisitions	 	 	87	 
	 
	 	 	 	8.2.7	 	Dispositions of Assets or Subsidiaries	 	 	87	 
	 
	 	 	 	8.2.8	 	Affiliate Transactions	 	 	88	 
	 
	 	 	 	8.2.9	 	Subsidiaries, Partnerships and Joint Ventures	 	 	89	 
	 
	 	 	 	8.2.10	 	Continuation of or Change in Business	 	 	89	 
	 
	 	 	 	8.2.11	 	Fiscal Year; Accounting Changes	 	 	89	 
	 
	 	 	 	8.2.12	 	Issuance of Stock	 	 	89	 
	 
	 	 	 	8.2.13	 	Changes in Organizational Documents	 	 	90	 
	 
	 	 	 	8.2.14	 	Capital Expenditures	 	 	90	 
	 
	 	 	 	8.2.15	 	Maximum Leverage Ratio	 	 	90	 
	 
	 	 	 	8.2.16	 	Minimum Interest Coverage Ratio	 	 	90	 
	 
	 	 	 	8.2.17	 	Negative Pledges	 	 	90	 
	 
	 	 	 	8.2.18	 	Covenants as to Certain Indebtedness	 	 	91	 
	 
	 	 	 	8.2.19	 	Agreements Restricting Dividends	 	 	91	 
	 
	 	 	 	8.2.20	 	Designation of Senior Debt	 	 	92	 
	 
	 	 	 	8.2.21	 	Restrictions on Insurance Subsidiary and Receivables Subsidiary	 	 	92	 
	 
	 	 	 	8.2.22	 	Prepayments, Etc. of Indebtedness	 	 	92	 
	 	 	8.3	 	Reporting Requirements	 	 	92	 
	 
	 	 	 	8.3.1	 	Quarterly Financial Statements	 	 	92	 
	 
	 	 	 	8.3.2	 	Annual Financial Statements	 	 	93	 
	 
	 	 	 	8.3.3	 	Certificate of the Company	 	 	93	 
	 
	 	 	 	8.3.4	 	Notices	 	 	93	 






iv









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	DEFAULT	 	 	94	 
	 	 	9.1	 	Events of Default	 	 	94	 
	 
	 	 	 	9.1.1	 	Payments Under Loan Documents	 	 	94	 
	 
	 	 	 	9.1.2	 	Breach of Warranty	 	 	94	 
	 
	 	 	 	9.1.3	 	Breach of Negative Covenants or Visitation Rights	 	 	95	 
	 
	 	 	 	9.1.4	 	Breach of Other Covenants	 	 	95	 
	 
	 	 	 	9.1.5	 	Defaults in Other Agreements or Indebtedness	 	 	95	 
	 
	 	 	 	9.1.6	 	Final Judgments or Orders	 	 	95	 
	 
	 	 	 	9.1.7	 	Loan Document Unenforceable	 	 	95	 
	 
	 	 	 	9.1.8	 	Proceedings Against Assets	 	 	95	 
	 
	 	 	 	9.1.9	 	Events Relating to Plans and Benefit Arrangements	 	 	95	 
	 
	 	 	 	9.1.10	 	Change of Control	 	 	96	 
	 
	 	 	 	9.1.11	 	Exclusion from Medical Reimbursement Programs	 	 	96	 
	 
	 	 	 	9.1.12	 	Relief Proceedings	 	 	96	 
	 	 	9.2	 	Consequences of Event of Default	 	 	96	 
	 
	 	 	 	9.2.1	 	Events of Default Other Than
Bankruptcy, Insolvency or Reorganization Proceedings	 	 	96	 
	 
	 	 	 	9.2.2	 	Bankruptcy, Insolvency or Reorganization Proceedings	 	 	96	 
	 
	 	 	 	9.2.3	 	Setoff	 	 	97	 
	 
	 	 	 	9.2.4	 	Certain Other Matters	 	 	97	 
	 
	 	 	 	9.2.5	 	Application of Proceeds	 	 	97	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	THE ADMINISTRATIVE AGENT	 	 	98	 
	 	 	10.1	 	Appointment and Authority	 	 	98	 
	 	 	10.2	 	Rights as a Lender	 	 	98	 
	 	 	10.3	 	Exculpatory Provisions	 	 	98	 
	 	 	10.4	 	Reliance by Administrative Agent	 	 	99	 
	 	 	10.5	 	Delegation of Duties	 	 	100	 
	 	 	10.6	 	Resignation of Administrative Agent	 	 	100	 
	 	 	10.7	 	NonReliance on Administrative Agent and Other Lenders	 	 	101	 
	 	 	10.8	 	No Other Duties, etc	 	 	101	 
	 	 	10.9	 	Administrative Agent’s Fee	 	 	101	 
	 	 	10.10	 	Authorization to Release Collateral and Guarantors	 	 	101	 
	 	 	10.11	 	No Reliance on Administrative Agent’s Customer Identification Program	 	 	102	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	MISCELLANEOUS	 	 	102	 
	 	 	11.1	 	Modifications, Amendments or Waivers	 	 	102	 
	 
	 	 	 	11.1.1	 	Increase of Commitment	 	 	102	 
	 
	 	 	 	11.1.2	 	Extension of Payment; Reduction of Principal Interest or Fees; Modification of	 	 	 	 
	 
	 	 	 	 	 	Terms of Payment	 	 	102	 
	 
	 	 	 	11.1.3	 	Release of Collateral, Borrower or Guarantor	 	 	102	 
	 
	 	 	 	11.1.4	 	Miscellaneous	 	 	103	 
	 	 	11.2	 	No Implied Waivers; Cumulative Remedies	 	 	103	 
	 	 	11.3	 	Expenses; Indemnity; Damage Waiver	 	 	103	 
	 
	 	 	 	11.3.1	 	Costs and Expenses	 	 	103	 
	 
	 	 	 	11.3.2	 	Indemnification by the Borrowers	 	 	104	 
	 
	 	 	 	11.3.3	 	Reimbursement by Lenders	 	 	104	 
	 
	 	 	 	11.3.4	 	Waiver of Consequential Damages,
Etc.	 	 	104	 
	 
	 	 	 	11.3.5	 	Payments	 	 	105	 






v









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 	 	11.4	 	Holidays	 	 	105	 
	 	 	11.5	 	Notices; Effectiveness; Electronic Communication	 	 	105	 
	 
	 	 	 	11.5.1	 	Notices Generally	 	 	105	 
	 
	 	 	 	11.5.2	 	Electronic Communications	 	 	105	 
	 
	 	 	 	11.5.3	 	Change of Address, Etc.	 	 	106	 
	 	 	11.6	 	Severability	 	 	106	 
	 	 	11.7	 	Duration; Survival	 	 	106	 
	 	 	11.8	 	Successors and Assigns	 	 	106	 
	 
	 	 	 	11.8.1	 	Successors and Assigns Generally	 	 	106	 
	 
	 	 	 	11.8.2	 	Assignments by Lenders	 	 	107	 
	 
	 	 	 	11.8.3	 	Register	 	 	108	 
	 
	 	 	 	11.8.4	 	Participations	 	 	108	 
	 
	 	 	 	11.8.5	 	Limitations upon Participant Rights Successors and Assigns Generally	 	 	109	 
	 
	 	 	 	11.8.6	 	Certain Pledges; Successors and Assigns Generally	 	 	109	 
	 
	 	 	 	11.8.7	 	Disapplication or Amendment of the Swiss Bank Rules	 	 	109	 
	 
	 	 	 	11.8.8	 	Netherlands Bank Rules	 	 	109	 
	 	 	11.9	 	Confidentiality	 	 	110	 
	 
	 	 	 	11.9.1	 	General	 	 	110	 
	 
	 	 	 	11.9.2	 	Sharing Information With Affiliates of the Lenders	 	 	110	 
	 	 	11.10	 	Counterparts; Integration; Effectiveness	 	 	110	 
	 	 	11.11	 	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	 	 	111	 
	 
	 	 	 	11.11.1	 	Governing Law	 	 	111	 
	 
	 	 	 	11.11.2	 	SUBMISSION TO JURISDICTION	 	 	111	 
	 
	 	 	 	11.11.3	 	WAIVER OF VENUE	 	 	111	 
	 
	 	 	 	11.11.4	 	SERVICE OF PROCESS	 	 	111	 
	 
	 	 	 	11.11.5	 	WAIVER OF JURY TRIAL	 	 	112	 
	 	 	11.12	 	USA Patriot Act Notice	 	 	112	 
	 	 	11.13	 	Borrower Agent	 	 	112	 
	 	 	11.14	 	Foreign Borrowers and Foreign Guarantors	 	 	112	 
	 
	 	 	 	11.14.1	 	Generally	 	 	112	 
	 
	 	 	 	11.14.2	 	Liability of Foreign Borrowers	 	 	112	 
	 
	 	 	 	11.14.3	 	Company as Agent	 	 	113	 
	 	 	11.15	 	Joinder of Guarantors and Borrowers; Release of Foreign Borrowers and Foreign Guarantors	 	 	113	 
	 
	 	 	 	11.15.1	 	Joinder of Guarantors and Borrowers	 	 	113	 
	 
	 	 	 	11.15.2	 	Release of Foreign Borrowers and Foreign Guarantors	 	 	113	 






vi









 






LIST OF SCHEDULES AND EXHIBITS




	 	 	 	 	 

	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 1.1(B)

	 	—
	 	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(D)

	 	—
	 	DOMESTIC EXCLUDED SUBSIDIARIES
	SCHEDULE 1.1(F)

	 	—
	 	FOREIGN EXCLUDED SUBSIDIARIES
	SCHEDULE 1.1(M)

	 	—
	 	MATERIAL SUBSIDIARIES
	SCHEDULE 1.1(P)

	 	—
	 	PERMITTED LIENS
	SCHEDULE 2.5.1

	 	—
	 	EXISTING LETTERS OF CREDIT
	SCHEDULE
6.1.2

	 	—
	 	SUBSIDIARIES
	SCHEDULE 6.1.4

	 	—
	 	REQUIRED CONSENTS
	SCHEDULE
6.1.14

	 	—
	 	ENVIRONMENTAL DISCLOSURES
	SCHEDULE
6.1.18

	 	—
	 	OTHER REGULATORY PROTECTION DISCLOSURES
	SCHEDULE
7.1.1

	 	—
	 	OPINION OF COUNSEL
	SCHEDULE
8.1.3

	 	—
	 	INSURANCE REQUIREMENTS RELATING TO COLLATERAL
	SCHEDULE
8.2.1

	 	—
	 	PERMITTED INDEBTEDNESS
	SCHEDULE 8.2.4

	 	—
	 	INVESTMENTS IN SUBSIDIARIES
	SCHEDULE 8.2.22

	 	—
	 	REPAYMENTS AND REDEMPTIONS OF INDEBTEDNESS
	 
	 	 	 	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT 1.1(A)

	 	—
	 	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(B)

	 	—
	 	BORROWER JOINDER
	EXHIBIT 1.1(G)(1)

	 	—
	 	GUARANTOR JOINDER
	EXHIBIT 1.1(G)(2)

	 	—
	 	GUARANTY AGREEMENT
	EXHIBIT 1.1(N)(1)

	 	—
	 	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)

	 	—
	 	SWING LOAN NOTE
	EXHIBIT 1.1(P)(1)

	 	—
	 	PATENT, TRADEMARK AND COPYRIGHT SECURITY
AGREEMENT
	EXHIBIT 1.1(P)(2)

	 	—
	 	PLEDGE AGREEMENT
	EXHIBIT 1.1(S)

	 	—
	 	SECURITY AGREEMENT
	EXHIBIT 2.1

	 	—
	 	LENDER JOINDER
	EXHIBIT 2.3

	 	—
	 	LOAN REQUEST
	EXHIBIT
2.3.2

	 	—
	 	SWING LOAN REQUEST
	EXHIBIT
8.3.3

	 	—
	 	QUARTERLY COMPLIANCE CERTIFICATE











vii













 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of October 28, 2010
and is made by and among INVACARE CORPORATION, an Ohio corporation (the “Company” as hereinafter
defined), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as
hereinafter defined), each of the LENDERS (as hereinafter defined), the ISSUING LENDER (as
hereinafter defined), the SWING LOAN LENDERS (as hereinafter defined) and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined) for the Lenders under
this Agreement.



     The Borrowers have requested the Lenders to provide, on a senior secured basis, to the
Borrowers a revolving credit facility to the Borrowers in an aggregate principal amount not to
exceed $400,000,000, with sublimits for the issuance of Letters of Credit in Dollars and Optional
Currencies, borrowings of Swing Loans in Dollars and, subject to certain limitations, Optional
Currencies, and borrowings of Revolving Credit Loans in Dollars and Optional Currencies, with an up
to $75,000,000 accordion feature. In consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and
agree as follows:



1.  CERTAIN DEFINITIONS




     1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the following words and
terms shall have the following meanings, respectively, unless the context hereof clearly requires
otherwise:



          2015 Senior Notes shall mean the Company’s 9 3/4% senior unsecured notes, issued in
2007 and due in 2015, in the aggregate original principal amount of $175,000,000 guarantied by
certain of the Loan Parties.




          2027 Convertible Notes shall mean the Company’s 4.125% convertible notes, issued in
2007 and due in 2027, in the aggregate original principal amount of $135,000,000 guarantied by
certain of the Loan Parties.




          Administrative Agent shall mean PNC Bank, National Association, and its successors and
assigns.




          Administrative Agent’s Fee shall have the meaning specified in Section 10.9
[Administrative Agent’s Fee].




          Administrative Agent’s Letter shall have the meaning specified in Section 10.9
[Administrative Agent’s Fee].




          Affiliate as to any Person shall mean any other Person which directly or indirectly
Controls, is Controlled by, or is under common Control with such Person.




          AML Legislation shall have the meaning specified in Section 8.1.9 [Anti-Terrorism
Laws].




 









 








          Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering,
including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the
Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of
Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed,
extended, or replaced).




          Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the
Leverage Ratio then in effect according to the Pricing Grid below the heading “Commitment Fee.”




          Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on
the Leverage Ratio then in effect according to the Pricing Grid below the heading “Letter of Credit
Fee.”




          Applicable Margin shall mean, as applicable:




          (i) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans
under the Base Rate Option based on the Leverage Ratio then in effect according to the Pricing Grid
below the heading “Revolving Credit Base Rate Spread”, or




          (ii) the percentage spread to be added to the Euro-Rate applicable to Revolving Credit Loans
under the Euro-Rate Option based on the Leverage Ratio then in effect according to the Pricing Grid
below the heading “Revolving Credit Euro-Rate Spread”.




          Approved Fund shall mean any fund that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of business and
that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.




          Assignment and Assumption Agreement shall mean an assignment and assumption agreement
entered into by a Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in
substantially the form of Exhibit 1.1(A).




          Attributable Indebtedness shall mean, on any date, (a) in respect of any Capitalized
Lease of any Person, the capitalized amount thereof that would appear on the balance sheet of such
Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease or similar payments under the relevant
lease or other applicable agreement or instrument that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease or other agreement or
instrument were accounted for as a Capitalized Lease, (c) in respect of any securitization
transaction of any Person, the outstanding principal amount of such financing, after taking into
account reserve accounts and making appropriate adjustments, as determined by the Administrative
Agent in its reasonable judgment, (d) in respect of any Sale and Leaseback Transaction, the present
value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the
obligations of the lessee for rental payments during the term of such lease and (e) all Synthetic
Debt of such Person.




          Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive
Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such



2









 






Loan Party,
other authorized signers on behalf of such Loan Party or such other individuals, designated by
written notice to the Administrative Agent from a Borrower, authorized to execute notices, reports
and other documents on behalf of the Loan Parties required hereunder. A Borrower may amend such
list of individuals from time to time by giving written notice of such amendment to the
Administrative Agent.




          Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to
the highest of (a) the Federal Funds Open Rate, plus fifty basis points (0.5%), (b) the
Prime Rate, and (c) the Daily Euro-Rate, plus 100 basis points (1.0%). Any change in the
Base Rate (or any component thereof) shall take effect at the opening of business on the day such
change occurs.




          Base Rate Option shall mean the option of the Borrowers to have Loans (other than
Loans in Optional Currencies) bear interest at the rate and under the terms set forth in Section
4.1.1(i) [Revolving Credit Base Rate Option].




          Borrowers shall mean the Company and each of its Affiliates which are Borrowers as
identified on the signature pages hereto or in a Borrower Joinder, and Borrower shall mean
any of the Borrowers.




          Borrowing Date shall mean, with respect to any Loan, the date for the making thereof
or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which
shall be a Business Day.




          Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement
and the other Loan Documents in substantially the form of Exhibit 1.1(B).




          Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i)
any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option
under the same Loan Request by the Borrowers and which have the same Interest Period shall
constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.




          Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on
which commercial banks are authorized or required to be closed for business in Pittsburgh,
Pennsylvania and (i) if the applicable Business Day relates to any Loan to which the Euro-Rate
Option applies, such day must also be a day on which dealings are carried on in the Relevant
Interbank Market, (ii) with respect to advances or payments of Loans or any other matters relating
to Loans denominated in an Optional Currency, such day also shall be a day on which dealings in
deposits in the relevant Optional Currency are carried on in the Relevant Interbank Market, and
(iii) with respect to advances or payments of Loans denominated in an Optional Currency other than
the Euro or the Canadian dollar, such day shall also be a day on which all applicable banks into
which Loan proceeds may be deposited are open for business and foreign exchange markets are open
for business in the principal financial center of the country of such currency and in respect to
advances or payments of Loans denominated in Euro shall be a TARGET Day.




          Canadian Borrower shall mean any Borrower incorporated or otherwise organized under
the laws of Canada or any province or territory thereof.




3









 








          Capex Carryover Amount shall have the meaning specified in Section 8.2.14 [Capital
Expenditures].




          Capital Expenditures shall mean, with respect to any Person for any period, any
expenditure in respect of the purchase or other acquisition of any fixed or capital asset
(excluding normal replacements and maintenance, and permitted purchases with insurance proceeds,
which are properly charged to current operations) that is treated as a capital expenditure in
accordance with GAAP.




          Capitalized Leases shall mean all leases that have been or should be, in accordance
with GAAP, recorded as capitalized leases.




          Cash Collateralize shall mean to pledge and deposit with or deliver to Administrative
Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the Letter of
Credit Obligations, cash or deposit account balances (in Dollars or Optional Currencies, as
applicable) in an amount equal to at least 103% of the face amount of the applicable Letter of
Credit pursuant to documentation satisfactory to Administrative Agent and each Issuing Lender
(which documents are hereby consented to by the Lenders). Such cash collateral shall be maintained
in blocked, non-interest bearing deposit accounts at the Administrative Agent.




          Cash Management Agreements shall have the meaning specified in Section 2.4.6 [Swing
Loans under Cash Management Agreements].




          CDOR Market shall mean the daily survey of market makers in bankers’ acceptances, the
result of which is quoted on the CDOR page of Reuters’ Monitor Service each day.




          Change in Law shall mean the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Official Body or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of Law) by any
Official Body; provided however, that notwithstanding anything herein to the
contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed
to have been enacted, adopted or issued after the date of this Agreement, regardless of the date
enacted, adopted or issued (even if enacted, adopted or issued before the date hereof).




          Change of Control shall mean any of the following occurrences:




          (a) any person or group of persons (within the meaning of Sections 13(d) or 14(a) of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership of (within
the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) 35%
or more of the voting power of the Equity Interests of the Company;




          (b) within a period of twelve (12) consecutive calendar months, individuals who were directors
of the Company on the first day of such period shall cease to constitute a majority of the board of
directors of the Company;




4









 








          (c) any Person (or Persons acting in concert) shall have acquired by contract or otherwise the
power to exercise, directly or indirectly, a controlling influence over the management or policies
of the Company, or control of the Equity Interests of the Company entitled to vote for members of
the board of directors or equivalent governing body of the Company on a fully-diluted basis (and
taking into account all such Equity Interests that such Person or Persons have the right to acquire
pursuant to any option right) representing 35% or more of the combined voting power of such Equity
Interests;




          (d) a “change of control” or any comparable term under, and as defined in the documents
governing the 2015 Senior Notes, 2027 Convertible Notes or any other material Indebtedness of the
Company shall occur prior to the date such Indebtedness is repaid or redeemed in accordance with,
or to the extent not prohibited by, the provisions of the Credit Agreement; or




          (e) the Company shall fail to own and Control, directly or indirectly, 100% of the outstanding
Equity Interests of each Borrower.




          CIP Regulations shall have the meaning specified in Section 10.11 [No Reliance on
Administrative Agent’s Customer Identification Program].




          Closing Date shall mean the Business Day on which the first Loan shall be made, which
shall be October 28, 2010.




          CMS shall mean the Centers for Medicare and Medicaid Services of HHS, any successor
thereof and any predecessor thereof, including the Health Care Financing Administration.




          Code shall mean the Internal Revenue Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.




          Collateral shall mean the collateral under (i) the Security Agreement, (ii) the Pledge
Agreement and (iii) the Patent, Trademark and Copyright Security Agreement, together with any other
collateral security granted in favor of the Administrative Agent for the benefit of the Lenders
pursuant to the Loan Documents, including without limitation any cash collateral.




          Commercial Letter of Credit shall mean a commercial letter of credit issued in respect
of the purchase of goods or services in the ordinary course of business of a Loan Party or another
Subsidiary of the Company.




          Commitment shall mean as to any Lender its Revolving Credit Commitment and, in the
case of any Swing Loan Lender, its Swing Loan Commitment, and Commitments shall mean the
aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders.




          Commitment Fee shall have the meaning specified in Section 2.7.3 [Commitment Fees].




          Company shall mean Invacare Corporation, a corporation organized and existing under
the laws of the State of Ohio.




5









 








          Company Equity Interests shall have the meaning specified in Section 6.1.2
[Subsidiaries and Owners; Investment Companies].




          Compliance Certificate shall have the meaning specified in Section 8.3.3 [Certificate
of the Company].




          Computation Date shall have the meaning specified in Section 2.6.1 [Periodic
Computations of Dollar Equivalent Amounts of Revolving Credit Loans and Letters of Credit
Outstanding; Repayment in Same Currency].




          Consolidated EBITDA shall mean, at any fiscal quarter end date, an amount equal to (a)
Consolidated Net Income of the Company and its Subsidiaries on a consolidated basis for the most
recently completed four (4) fiscal quarters of the Company
plus (b) the following (without
duplication) to the extent deducted in calculating such Consolidated Net Income (and excluding any
item that is excluded in determining Consolidated Net Income pursuant to the definition thereof):





	 	(i)	 	Consolidated Interest Charges,
	 
	 	(ii)	 	fees and expenses incurred in connection with the closing under
this Agreement,
	 
	 	(iii)	 	the provision for federal, state, local and foreign income tax
expense,
	 
	 	(iv)	 	depreciation and amortization expense (including, without
limitation, the amortization of debt issuance costs) and bank or lending fees
classified as selling, general and administrative expenses,
	 
	 	(v)	 	non-cash compensation charges or other non-cash expenses or
charges arising from the grant of or issuance of stock, stock options or other
equity-based awards to the directors, officers and employees of the Company and
its Subsidiaries,
	 
	 	(vi)	 	premiums paid, gains/losses incurred, charges and fees paid
with respect to the repayment of the 2015 Senior Notes and the 2027 Convertible
Notes (to the extent any such repayment is permitted pursuant to Section
8.2.22 [Prepayments, Etc. of Indebtedness],
	 
	 	(vii)	 	any non-cash charges relating to cost savings initiatives,
	 
	 	(viii)	 	cash charges up to $15,000,000 in the aggregate during the term of this
Agreement relating to cost savings initiatives, and
	 
	 	(ix)	 	any other non-recurring expenses and losses reducing such
Consolidated Net Income which do not represent a cash item in such period or
any future period (in each case of or by the Company and its Subsidiaries for
the most recently completed four (4) fiscal quarters of the Company),




minus (c) to the extent included in calculating Consolidated Net Income:




6









 









	 	(i)	 	federal, state, local and foreign income tax credits, and
	 
	 	(ii)	 	all non-recurring non-cash items increasing Consolidated Net
Income (in each case of or by the Company and its Subsidiaries for the most
recently completed four (4) fiscal quarters of the Company).





          Consolidated Funded Indebtedness shall mean, as of any fiscal quarter end date, for
the Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal
amount of all obligations, whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts or accrued expenses payable in the ordinary course
of business and deferred compensation and bonuses), (e) all Attributable Indebtedness, (f) without
duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all
Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in
which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to the Company or such Subsidiary; provided that
Consolidated Funded Indebtedness shall not include recourse obligations of the Company and its
Subsidiaries with respect to any Vendor Financing, provided, further, for the
avoidance of doubt, Consolidated Funded Indebtedness shall not include (i) intercompany loans, or
(ii) any other short or long term liabilities, not specified above or not constituting
Indebtedness for borrowed money, including but not limited to short-term and long-term accrued
income taxes, accrued product liability obligations, accrued life insurance, and guarantee fair
value liability obligations related to third party financing recorded in accordance with FASB
Interpretation No. 45.




          Consolidated Interest Charges shall mean, as of any fiscal quarter end date, an amount
equal to (a) all interest, premium payments, debt discount, fees, charges and related expenses in
connection with borrowed money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest expense in accordance with
GAAP, plus (b) all interest paid or payable with respect to discontinued operations,
plus (c) the portion of rent expense under Capitalized Leases that is treated as interest
in accordance with GAAP, minus (d) any non-cash interest related to the 2027 Convertible
Senior Notes in accordance with FSP APB 14-1, minus (f) all premiums paid, gains/losses
incurred, charges and fees paid, in each case by the Company and its Subsidiaries in connection
with the redemption, repurchase or retirement of Indebtedness, in each case of or by the Company
and its Subsidiaries on a consolidated basis for the most recently completed four (4) fiscal
quarters of the Company.




          Consolidated Interest Coverage Ratio shall mean, as of the end of any fiscal quarter,
the ratio of (a) Consolidated EBITDA for the four (4) fiscal quarters then ending to (b)
Consolidated Interest Charges for the four (4) fiscal quarters then ending.





7









 








          Consolidated Leverage Ratio shall mean, as of the end of any fiscal quarter, the ratio
of (a) Consolidated Funded Indebtedness on such date to (b) Consolidated EBITDA for the four (4)
fiscal quarters then ending.




          Consolidated Net Income shall mean the net income (or loss) of the Company and its
Subsidiaries on a consolidated basis for the most recently completed four (4) fiscal quarters of
the Company as determined in accordance with GAAP, adjusted, to the extent included in calculating
such net income (or loss), by excluding, without duplication,





	 	(1)	 	all extraordinary gains or losses (less all fees and expenses
relating thereto) net of taxes, all as determined in accordance with GAAP,
	 
	 	(2)	 	the portion of net income (or loss) of the Company and its
Subsidiaries on a consolidated basis allocable to minority interests in
unconsolidated Persons to the extent that cash dividends or distributions have
not actually been received by the Company or one of its Subsidiaries,
	 
	 	(3)	 	any gain or loss, net of taxes, realized upon the termination
of any employee pension benefit plan, including without limitation any
non-qualified plan,
	 
	 	(4)	 	gains or losses (less all fees and expenses relating thereto),
net of taxes, in respect of dispositions of assets other than in the ordinary
course of business,
	 
	 	(5)	 	any impairment charge or write-down of non-current assets, in
each case pursuant to GAAP,
	 
	 	(6)	 	any non-cash expenses or charges resulting from stock, stock
option or other equity-based awards,
	 
	 	(7)	 	any cumulative effect of a change in accounting principles,
	 
	 	(8)	 	all deferred financing costs written off, and premiums paid,
gains/losses incurred, charges and fees paid, in each case, by the Loan Parties
in connection with any (i) early extinguishment of Indebtedness or (ii)
redemption, repurchase, or retirement of any Indebtedness,
	 
	 	(9)	 	any non-cash restructuring charges,
	 
	 	(10)	 	any non-cash interest charges in relation to the 2027
Convertible Notes pursuant to FSP APB 14-1, and
	 
	 	(11)	 	any non-cash gains or losses with respect to a sale/leaseback
transaction.





     Consolidated Total Assets shall mean all property and assets of the Company and its
Subsidiaries on a consolidated basis as set forth in the most recent financial statements of the
Company delivered pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2
[Annual Financial Statements].



8









 





          Control shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. Controlling and Controlled have
meanings correlative thereto.




          Currency Hedge shall mean a foreign exchange contract or currency swap agreement or
similar arrangement entered into by the Loan Parties or their Subsidiaries in order to provide
protection to, or minimize the impact upon, the Borrowers, the Guarantors and/or their Subsidiaries
with respect to fluctuations in currency values.




          Customer Lease shall mean a lease by the Company or any of its Subsidiaries of product
to a customer for the purpose of financing the purchase thereof by such customer.




          Daily Euro-Rate shall mean, for any day, the rate per annum determined by the
Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage on such day.




          Debt Rating shall mean, as of any fiscal quarter end date, the rating as determined by
either Standard & Poor’s or Moody’s of the Company’s non-credit-enhanced, senior unsecured
long-term debt.




          Defaulting Lender shall mean any Lender that (a) has failed to fund any portion of the
Loans, participations with respect to Letters of Credit, or participations in Swing Line Loans
required to be funded by it hereunder within two (2) Business Days of the date required to be
funded by it hereunder unless such failure has been cured and all interest accruing as a result of
such failure has been fully paid in accordance with the terms hereof, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within two (2) Business Days of the date when due, unless the subject of a good faith
dispute or unless such failure has been cured and all interest accruing as a result of such failure
has been fully paid in accordance with the terms hereof, (c) has failed at any time to comply with
the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing
participations from the other Lenders, whereby such Lender’s share of any payment received, whether
by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all
of the Lenders, or (d) has since the date of this Agreement been deemed insolvent by an Official
Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding,
or has a parent company that since the date of this Agreement been deemed insolvent by an Official
Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding.




          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the
United States of America.




          Dollar Equivalent shall mean, with respect to any amount of any currency, as of any
Computation Date, the Equivalent Amount of such currency expressed in Dollars.




          Dollar Equivalent Revolving Facility Usage shall mean, at any time, the sum of the
Dollar Equivalent of the principal amount of Revolving Credit Loans and Swing Loans then
outstanding and the Dollar Equivalent amount of all Letter of Credit Obligations.




9









 








          Domestic Borrowers shall mean the Borrowers which are organized under the laws of the
United States of America, any State thereof or the District of Columbia.




          Domestic Guarantors shall mean the Guarantors which are organized under the laws of
the United States of America, any State thereof or the District of Columbia.




          Domestic Loan Parties shall mean the Domestic Borrowers and Domestic Guarantors.




          Drawing Date shall have the meaning specified in Section 2.5.3 [Disbursements,
Reimbursement].




          Environmental Laws shall mean all applicable federal, state, local, territorial and
foreign Laws (including common law), constitutions, statutes, regulations, rules, ordinances and
codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or
programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution
or pollution control; (ii) protection of human health from exposure to Regulated Substances; (iii)
protection of the environment and/or natural resources; (iv) employee safety in the workplace as
related to exposure to Regulated Substances; (v) the presence, use, management, generation,
manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling,
packaging, sale, transport, storage, collection, distribution, disposal or release or threat of
release of Regulated Substances; (vi) the presence of contamination; and (vii) the protection of
environmentally sensitive areas.




          Equity Interest shall mean, with respect to any Person, any shares of capital stock,
membership interests, partnership interests or other equity interests of any kind (including
without limitation rights of any kind to acquire any such equity interests) in such Person or any
of its Subsidiaries.




          Equivalent Amount shall mean, at any time, as determined by Administrative Agent
(which determination shall be conclusive absent manifest error), with respect to an amount of any
currency (the “Reference Currency”) which is to be computed as an equivalent amount of another
currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from such
Reference Currency at Administrative Agent’s spot selling rate (based on the market rates then
prevailing and available to Administrative Agent) for the sale of such Equivalent Currency for such
Reference Currency at a time determined by Administrative Agent on the second Business Day
immediately preceding the event for which such calculation is made.




          Equivalent Currency shall have the meaning specified in the definition of Equivalent
Amount.




          ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may
be amended or supplemented from time to time, and any successor statute of similar import, and the
rules and regulations thereunder, as from time to time in effect.




          ERISA Affiliate shall mean any trade or business (whether or not incorporated) under
common control with the Company which is treated as a single employer under Section 414 of the
Code.




10









 








          ERISA Event shall mean (a) a reportable event (under Section 4043 of ERISA and
regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an
event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.




          ERISA Group shall mean the Loan Parties and all other entities which, together with
the Loan Parties, are treated as a single employer under Section 414 (b) or (c) of the Internal
Revenue Code and Sections 414 (m) and (o) of the Internal Revenue Code for purposes of provisions
relating to Section 412 of the Internal Revenue Code.




          Euro shall refer to the lawful currency of the Participating Member States.




          European Interbank Market shall mean the European interbank market for Euro operating
in Participating Member States.




          Euro-Rate shall mean the following:




          (a) with respect to Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate
Option applies for any Interest Period, the interest rate per annum determined by the
Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such
other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading
banks in the London interbank deposit market), or the rate which is quoted by another source
selected by the Administrative Agent which has been approved by the British Bankers’ Association as
an authorized information vendor for the purpose of displaying rates at which US Dollar deposits
are offered by leading banks in the London interbank deposit market (for purposes hereof, an
“Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period as the London interbank offered rate for Dollars for an amount
comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. The Euro-Rate with respect to Dollar Loans may also be expressed by the following
formula:




	 	 	 	 

	Euro-Rate =

	 	London interbank offered rate quoted by
	 

	 	Bloomberg or appropriate successor as shown on
	 

	 	Bloomberg Page BBAM1
	 

	 	 
	 

	 	1.00 - Euro-Rate Reserve Percentage






11









 






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.




          (b) with respect to Optional Currency Loans in currency other than Euro and Canadian dollars
comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the
interest rate per annum determined by Administrative Agent by dividing (i) the rate which appears
on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which deposits in the relevant Optional Currency are offered by leading banks in the Relevant
Interbank Market), or the rate which is quoted by an Alternate Source, at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest Period as the
Relevant Interbank Market offered rate for deposits in the relevant Optional Currency for an amount
comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. Such Euro-Rate may also be expressed by the following formula:




	 	 	 	 

	Euro-Rate =

	 	Relevant Interbank Market offered rate quoted by
	 

	 	Bloomberg or appropriate successor as shown on
	 

	 	Bloomberg Page BBAM1
	 

	 	 
	 

	 	1.00 - Euro-Rate Reserve Percentage






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be
based upon the Euro-Rate for the currency in which such Loans are requested.




          (c) with respect to Optional Currency Loans denominated in Euro comprising any Borrowing
Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum
determined by Administrative Agent by dividing (i) the rate which appears on the Bloomberg Page
BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits in Euro are
offered by leading banks in the Relevant Interbank Market) or the rate which is quoted by an
Alternate Source, at approximately 11:00 a.m., Brussels time, two (2) TARGET Days prior to the
commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in
Euro for an amount comparable to the principal amount of such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there shall at any time,
for any reason, no longer exist a
Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination




12









 







shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. Such Euro-Rate may also be expressed by the following formula:




	 	 	 	 

	Euro-Rate =

	 	London interbank offered rate quoted by
	 

	 	Bloomberg or appropriate successor as shown on
	 

	 	Bloomberg Page BBAM1
	 

	 	 
	 

	 	1.00 - Euro-Rate Reserve Percentage






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be
based upon the Euro-Rate for the currency in which such Loans are requested.




          (d) with respect to Optional Currency Loans denominated in Canadian dollars and made to a
Canadian Borrower comprising any Borrowing Tranche to which the Euro-Rate Option applies for any
Interest Period, on any day and for any period, an annual rate of interest (also known as the “CDOR
Rate”) equal to the rate applicable to Canadian dollar bankers’ acceptances for the applicable
Interest Period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swaps
and Derivatives Association, Inc. 2000 definitions, as modified and amended from time to time),
rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:00 a.m.
(Eastern Time), on such day, or if such day is not a Business Day, then on the immediately
preceding Business Day, provided that if such rate does not appear on the Reuters Screen CDOR Page
on such day, the CDOR Rate on such day shall be the rate for such period applicable to Canadian
dollar bankers’ acceptances quoted by a bank listed in Schedule I of the Bank Act (Canada), as
selected by the Administrative Agent, as of 10:00 a.m. (Eastern Time) on such day or, if such day
is not a Business Day, then on the immediately preceding Business Day.




          Euro-Rate Option shall mean the option of the Borrowers to have Loans bear interest at
the rate and under the terms and conditions set forth in Section 4.1.1(ii).




          Euro-Rate Reserve Percentage shall mean as of any day the maximum percentage in effect
on such day, (i) as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”); and (ii) to be maintained by a Lender as required for reserve liquidity, special
deposit, or similar purpose by any governmental or monetary authority of any country or political
subdivision thereof (including any central bank), against (A) any category of liabilities that
includes deposits by reference to which a Euro-Rate is to be determined, or (B) any category of
extension of credit or other assets that includes Loans or Borrowing Tranches to which a Euro-Rate
applies.




          Event of Default shall mean any of the events described in Section 9.1 [Events of
Default] and referred to therein as an “Event of Default.”




          Excluded Subsidiaries shall mean the domestic Subsidiaries listed on Schedule
1.1(D) and the Foreign Excluded Subsidiaries. The Excluded Subsidiaries are not




13









 







required to
join this Agreement as Guarantors. None of the Excluded Subsidiaries is a Material Subsidiary.




          Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the
Issuing Lender or any other recipient of any payment to be made by or on account of any obligation
of the Loan Parties hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which a Loan Party is located (c) in the case
of a Foreign Lender, any U.S. federal withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending
office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of
a Change in Law) to comply with Section 5.9.5 [Status of Lenders], except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Loan Parties with respect to such
withholding tax pursuant to Section 5.9.1 [Payment Free of Taxes], and (d) in the case of a
Foreign Lender (other than an Assignee pursuant to a request by the Company under Section 5.6.2
[Replacement of a Lender]), any U.S. federal withholding Taxes resulting from FATCA (other than as
a result of a Change in Law), except to the extent imposed as a result of the Company not providing
to the IRS the required documentation, certifications, or information prescribed by applicable Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) or to the Administrative Agent
such documentation, certifications, or information reasonably requested by the Administrative
Agent.




          Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.




          Existing Letters of Credit shall mean the letters of credit issued under the Prior
Senior Credit Facility and identified on Schedule 2.5.1 hereto.




          Expiration Date shall mean, with respect to the Revolving Credit Commitments, October
28, 2015.




          FATCA shall mean Sections 1471 through 1474 of the Code or any amendment or successor
to any such Section, or any regulation or official interpretation thereof issued with respect
thereto, so long as such amendment, successor, regulation, or interpretation is substantially
similar to, and does not expand the scope of, the reporting or withholding obligations of Sections
1471 through 1474 of the Code as of the date of this Agreement with respect to payments to foreign
entities that have dealings with United States Person or that are significantly owned by United
States Persons.




          FDA shall have the meaning specified in Section 6.1.18 [Other Regulatory Protection].




          Federal Funds Effective Rate for any day shall mean the rate per annum (based on a
year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%)



14









 






announced
by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal funds brokers on
the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor)
in substantially the same manner as such Federal Reserve Bank computes and announces the weighted
average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement;
provided, if such Federal Reserve Bank (or its successor) does not announce such rate on
any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate
for the last day on which such rate was announced.




          Federal Funds Open Rate for any day shall mean the rate per annum (based on a year of
360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP
North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day
opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate),
or as set forth on such other recognized electronic source used for the purpose of displaying such
rate as selected by the Administrative Agent (for purposes of this definition, an “Alternate
Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any
substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no
longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a
comparable replacement rate determined by the Administrative Agent at such time (which
determination shall be conclusive absent manifest error); provided however, that if
such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate
on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the
rate of interest with respect to any advance to which the Federal Funds Open Rate applies will
change automatically without notice to the Borrowers or any other Loan Party, effective on the date
of any such change.




          Foreign
Borrower Sublimit shall mean with respect to any Canadian Borrower,
$15,000,000 and, with respect to each Foreign Borrower (other than a Canadian Borrower),
$10,000,000, provided, that the sublimit of any individual Foreign Borrower may be
increased or decreased from time to time upon not less than five (5) days prior written notice from
the Company to the Administrative Agent, which notice, if requesting an increase, shall be in form
and substance satisfactory to the Administrative Agent and shall certify that any such increase is
in compliance with all Laws and will not result in any adverse tax or other legal consequences to
any Loan Party or any Lender, provided, further, that the aggregate amount of all
Foreign Borrower Sublimits shall not at any time exceed the lesser of (i) $150,000,000 or (ii) the
amount of the Revolving Credit Commitment, and, provided, further, that until such
date as that certain protocol amending the United States-New Zealand tax convention receives final
ratification (thereby reducing the withholding tax rate on interest payments in New Zealand from
10% to 0%), the Foreign Borrower Sublimit with respect to any New Zealand Borrower shall be $0.




          Foreign Borrowers shall mean the Borrowers organized under the laws of a jurisdiction
outside the United States of America, any State thereof or the District of Columbia.




          Foreign Excluded Subsidiaries shall mean those Foreign Subsidiaries listed on
Schedule 1.1(F)




          Foreign Guarantors shall mean the Guarantors organized under the laws of a
jurisdiction outside the United States of America, any State thereof or the District of Columbia.





15









 








          Foreign Lender shall mean any Lender that is organized under the Laws of a
jurisdiction other than that in which the Company is resident for tax purposes. For purposes of
this definition, the United States of America, each State thereof or the District of Columbia shall
be deemed to constitute a single jurisdiction.




          Foreign Loan Parties shall mean the Foreign Borrowers and Foreign Guarantors.




          Foreign Subsidiary shall mean any Subsidiary which is organized under the laws of a
jurisdiction other than the United States of America, any State thereof or the District of
Columbia.




          FSP APB 14-1 shall mean Financial Accounting Standards Board Staff Position No. APB
14-1, “Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion”.




          FTC shall have the meaning specified in Section 6.1.18 [Other Regulatory Protection].




          GAAP shall mean generally accepted accounting principles of the United States of
America as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting
Principles], and applied on a consistent basis both as to classification of items and amounts.




          Guarantor shall mean each of the parties to this Agreement which is designated as a
“Guarantor” on the signature page hereof and each other Person which joins this Agreement as a
Guarantor after the date hereof.




          Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan
Documents in the form of Exhibit 1.1(G)(1).




          Guaranty of any Person shall mean any obligation of such Person guaranteeing or in
effect guaranteeing any liability or obligation of any other Person in any manner, whether directly
or indirectly, including any agreement to indemnify or hold harmless any other Person, any
performance bond or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection in the ordinary
course of business.




          Guaranty Agreement shall mean the Continuing Agreement of Guaranty and Suretyship in
substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the
Guarantors.




          Guidelines shall mean, together, (i) Guideline S-02.123 in relation to interbank loans
of September 22, 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger
Banken sind (Interbankguthaben)” vom 22. September 1986), (ii) Guideline S-02.122.1 in relation to
bonds of April 1999 (Merkblatt “Obligationen” vom April 1999), (iii) Guideline S-02.128 in relation
to syndicated credit facilities of January 2000 (Merkblatt “Steuerliche Behandlung von
Konsortialdarlehen, Schuldscheindarlehen, Wechseln und
Unterbeteiligungen” vom Januar 2000) and (iv) Guideline S-02.122.2 in relation to deposits of



16









 






April 1999 (Merkblatt “Kundenguthaben” von April 1999) in each case as issued, amended or
substituted from time to time by the Swiss Federal Tax Administration.




          HHS shall mean the United States Department of Health and Human Services, or any
successor thereof and any predecessor thereof.




          ICC shall have the meaning specified in Section 11.11.1 [Governing Law].




          Indebtedness shall mean, as to any Person, any and all indebtedness, obligations or
liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute
or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or acceptance credit facility,
(iii) the maximum amount of all direct or contingent obligations arising under letters of credit,
bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (iv) the net
obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreements
or other interest rate management devices, provided for purposes of calculating
Indebtedness hereunder, the foregoing net obligations shall not be included unless any such
agreement or device has been closed out or any amount is due and payable thereunder, (v) any other
transaction (including forward sale or purchase agreements, Capitalized Leases and conditional
sales agreements) having the commercial effect of a borrowing of money entered into by such Person
to finance its operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented by a promissory note
or other evidence of indebtedness), (vi) all obligations to pay the deferred purchase price of
property or services (other than trade accounts or accrued expenses payable in the ordinary course
of business and deferred compensation and bonuses), (vii) indebtedness (excluding prepaid interest
thereon) secured by a Lien on property owned or being purchased (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed or is limited in recourse, (viii) all obligations in respect to Capitalized
Leases, synthetic or off-balance sheet leases or in respect of any securitization transactions, in
respect of any sale and leaseback transaction for rental payments during the term of such lease and
in respect of all synthetic or off-balance sheet debt, and (ix) any Guaranty of in respect of any
of the foregoing. For the avoidance of doubt, Indebtedness shall not include any other short or
long term liabilities, not specified above or not constituting Indebtedness for borrowed money,
including but not limited to short-term and long-term accrued income taxes, accrued product
liability obligations, accrued life insurance, and guarantee fair value liability obligations
related to third party financing recorded in accordance with FASB Interpretation No. 45.




          Indemnified Taxes shall mean Taxes other than Excluded Taxes.




          Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the
Loan Parties].




          Increasing Lender shall have the meaning assigned to that term in Section 2.1.1.2
[Discretionary Increase in Revolving Credit Commitments].




          Information shall mean all information received from the Loan Parties or any of their
Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their
respective businesses, other than any such information that is available to the Administrative





17









 







Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan
Parties or any of their Subsidiaries.




          Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or
proceeding with respect to such Person (i) before any court or any other Official Body under any
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for
the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution,
winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement in respect of such
Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.




          Insurance Subsidiary shall mean Invatection Insurance Company, a Vermont corporation.




          Interest Period shall mean the period of time selected by the Borrowers, in connection
with (and to apply to) any election permitted hereunder by the Borrowers to have Loans bear
interest under the Euro-Rate Option. Subject to the last sentence of this definition, such period
shall be one (1), two (2), three (3) or six (6) Months. Such Interest Period shall commence on the
effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrowers
are requesting new Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if
the Borrowers are renewing or converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (a) any Interest Period which would otherwise end on a
date which is not a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (b) the Borrowers shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Expiration Date.




          Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap,
adjustable strike cap, adjustable strike corridor or similar agreement entered into by the Loan
Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the
Borrowers, the Guarantor and/or their Subsidiaries of increasing floating rates of interest
applicable to Indebtedness.




          Interest Rate Option shall mean any Euro-Rate Option or Base Rate Option.




          Investments shall have the meaning specified in Section 8.2.4 [Loans and
Investments].




          IRS shall mean the Internal Revenue Service.




          ISP98 shall have the meaning specified in Section 11.11.1 [Governing Law].




          Issuing Lender shall mean PNC, in its individual capacity as issuer of Letters of
Credit hereunder, and any other Lender that may agree from time to time to issue Letters of Credit
hereunder.






18









 








          Joint Venture shall mean a corporation, partnership, limited liability company or
other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly
or indirectly, an Equity Interest.




          Law shall mean any law (including common law), constitution, statute, treaty,
regulation, rule or ordinance, or binding opinion, release, ruling, order, injunction, writ,
decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with
any Official Body.




          Lender Provided Interest Rate/Currency Hedge shall mean an Interest Rate Hedge or
Currency Hedge which is provided by any Lender or its Affiliate; provided that: (i) with respect to
an Interest Rate Hedge, it is documented in a standard International Swap Dealer Association
Agreement, and (ii) provides for the method of calculating the reimbursable amount of the
provider’s credit exposure in a reasonable and customary manner.




          Lenders shall mean the financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is referred to herein
as a Lender. Lenders may book Loans hereunder at any branch, office, Subsidiary or Affiliate, and
the terms of this Agreement shall apply to such Lender, as it may be acting, through its branches,
offices, Subsidiaries or Affiliates. For the purpose of any Loan Document which provides for the
granting of a security interest or other Lien to the Lenders or to the Administrative Agent for the
benefit of the Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a
Lender to which such Obligation is owed.




          Letter of Credit shall have the meaning specified in Section 2.5.1 [Issuance of
Letters of Credit].




          Letter of Credit Borrowing shall have the meaning specified in Section 2.5.3
[Disbursements, Reimbursement].




          Letter of Credit Fee shall have the meaning specified in Section 2.5.2 [Letter of
Credit Fees].




          Letter of Credit Obligation shall mean, as of any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of
Credit shall increase in amount automatically and without any conditions in the future, such
aggregate amount available to be drawn shall currently give effect to any such future increase)
plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date.




          Letter of Credit Sublimit shall have the meaning specified in Section 2.5.1 [Issuance
of Letters of Credit]. The Letter of Credit Sublimit shall not at any time exceed the amount of
the Revolving Credit Commitment.




          Lien shall mean any mortgage, deed of trust, pledge, lien, security interest or other
encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily
given, including any conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any filed financing
statement or other notice of any of the foregoing (whether or not a lien or other





19









 







encumbrance is
created or exists at the time of the filing). The term “Lien” shall not include
reference to any public record filings for notice purposes only which have, and could not
have, the effect of a true lien or encumbrance.




          Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the
Guaranty Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Patent, Trademark
and Copyright Security Agreement, the deposit account control agreements referred to in Section
7.1.1(iii), the landlord waiver and other lien waivers referred to in Section 7.1.1(x), and any
other agreements, instruments, certificates or documents delivered in connection herewith or
therewith, in each case as the same may be amended, restated or otherwise modified from time to
time in accordance with its terms.




          Loan Parties shall mean the Borrowers and the Guarantors.




          Loan Request shall have the meaning specified in Section 2.3 [Revolving Credit Loan
Requests; Swing Loan Requests].




          Loans shall mean collectively and Loan shall mean separately all Revolving
Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.




          Material Adverse Change shall mean any set of circumstances or events which (a) has or
would reasonably be expected to have any material adverse effect whatsoever upon the validity or
enforceability of this Agreement or any other Loan Document, (b) is or would reasonably be expected
to be material and adverse to the business, properties, assets, financial condition, results of
operations of the Loan Parties taken as a whole, (c) impairs materially or would reasonably be
expected to impair the ability of the Loan Parties taken as a whole to duly and punctually pay or
perform any of the Obligations, or (d) impairs materially or would reasonably be expected to impair
the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce
their legal remedies pursuant to this Agreement or any other Loan Document.




          Material Contract shall mean, with respect to any Person, each contract or agreement
(i) to which such Person is a party that is disclosed in a public filing of the Company with the
SEC, (ii) that involves aggregate consideration payable to or by such Person of $10,000,000 or more
in any year, or (iii) that is otherwise material to the business, condition (financial or
otherwise), operations, performance or properties of such Person.




          Material Recovery Event means the occurrence of any event giving rise to the receipt
by the Company or any of its Subsidiaries of property or casualty insurance proceeds, condemnation
award proceeds, indemnity payments or tax refunds in an amount in excess of $10,000,000.




          Material Subsidiary means each Subsidiary of the Company which is identified on
Schedule 1.1(M) as a “Material Subsidiary,” and each other Subsidiary of the Company that has
assets at such time, or revenues during the most recently ended fiscal year, comprising 5% or more
of the consolidated assets of the Company and its Subsidiaries at such time, or of the consolidated
revenues of the Company and its Subsidiaries during such Fiscal Year, as the case may be.






20









 








          Medicaid shall mean that entitlement program under Title XIX of the Social Security
Act that provides federal grants to states for medical assistance programs based on specific
eligibility criteria.




          Medicaid Provider Agreement shall mean an agreement entered into between a state
agency or other such entity administering the Medicaid program and a health care provider or
supplier under which the health care provider or supplier agrees to provide services for Medicaid
patients in accordance with the terms of the agreement and Medicaid Regulations.




          Medicaid Regulations shall mean, collectively, (a) all federal statutes (whether set
forth in Title XIX of the Social Security Act or elsewhere) with respect to Medicaid and any
statutes succeeding thereto, (b) all applicable provisions of all federal rules, regulations,
manuals and orders and administrative, reimbursement and other guidelines having the force of Law
of Official Bodies promulgated pursuant to or in connection with the statutes described in clause
(a), (c) all state statutes and plans for medical assistance enacted in connection with such
statutes and provisions described in clauses (a) and (b), and (d) all applicable provisions of all
other guidelines having the force of Law of all Official Bodies promulgated pursuant to or in
connection with the statutes described in clause (c) and all state administrative, reimbursement
and other guidelines of all Official Bodies having the force of Law promulgated pursuant to or in
connection with the statutes described in clause (b), in each case as may be amended, supplemented
or otherwise modified from time to time.




          Medical Reimbursement Programs shall mean the Medicare, Medicaid and TRICARE programs
and any other healthcare program operated by or financed in whole or in party by any foreign,
domestic, federal, state, local or provincial government and any other non-government funded third
party payor programs.




          Medicare shall mean that government-sponsored entitlement program under Title XVIII of
the Social Security Act that provides for a health insurance system for eligible elderly and
disabled individuals.




          Medicare Provider Agreement shall mean an agreement entered into between CMS or other
such entity administering the Medicare program on behalf of CMS, and a health care provider or
supplier under which the health care provider or supplier agreed to provide services for Medicare
patients in accordance with the terms of the agreement and Medicare Regulations.




          Medicare Regulations shall mean, collectively, all federal statutes (whether set forth
in Title XVIII of the Social Security Act or elsewhere) with respect to the health insurance
program for the aged and disabled established by Title XVIII of the Social Security Act and any
statutes succeeding thereto, together with all applicable provisions of all rules, regulations,
manuals and orders and administrative, reimbursement and other guidelines having the force of Law
of all Official Bodies (including, without limitation, HHS, CMS, the OIG or any person succeeding
to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the
foregoing having the force of Law, as each may be amended, supplemented or otherwise modified from
time to time.




          Month, with respect to an Interest Period under the Euro-Rate Option, shall mean the
interval between the days in consecutive calendar months numerically corresponding to the





21









 







first day of such Interest Period. If any Euro-Rate Interest Period begins on a day of a
calendar month for which there is no numerically corresponding day in the month in which such
Interest Period is to end, the final month of such Interest Period shall be deemed to end on the
last Business Day of such final month.




          Moody’s shall mean Moody’s Investors Service, Inc. and any successor thereto.




          Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA and to which a Loan Party or any member of
the ERISA Group is then making or accruing an obligation to make contributions or, within the
preceding five Plan years, has made or had an obligation to make such contributions.




          Net Cash Proceeds shall mean the after-tax proceeds of any applicable occurrence, as
estimated reasonably and in good faith by the Borrowers, after deduction for permitted repayments
of related Indebtedness, closing fees and commissions, and cash reserves for purchase price
adjustments.




          Netherlands Borrower shall mean any Borrower incorporated or otherwise organized under
the laws of the Netherlands.




          New Lender shall have the meaning assigned to that term in Section 2.1.1.2
[Discretionary Increase in Revolving Credit Commitments].




          New Zealand Borrower shall mean any Borrower incorporated or otherwise organized under
the laws of New Zealand.




          Non-Consenting Lender shall have the meaning specified in Section 11.1 [Modifications,
Amendments or Waivers].




          Notes shall mean, collectively, the promissory notes in the form of Exhibit
1.1(N)(1) evidencing the Revolving Credit Loans and in the form of Exhibit 1.1(N)(2)
evidencing the Swing Loans.




          Obligation shall mean any obligation or liability of any of the Loan Parties and their
respective Subsidiaries, howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due, under or in connection
with (i) this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any
other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates
provided for under such Loan Documents, (ii) any Lender Provided Interest Rate/Currency Hedge and
(iii) any Other Lender Provided Financial Service Product.




          Official Body shall mean the government of the United States of America or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).






22









 








          OIG shall mean the Office of Inspector General of HHS and any successor thereof.




          OIG Investigation shall mean the investigation initiated pursuant to a subpoena
received by the Company in 2006 from the U.S. Department of Justice seeking documents relating to
three (3) long-standing and well-known promotional and rebate programs maintained by the Company
and its Subsidiaries.




          Optional Currency shall mean (i) the following lawful currencies: Canadian dollars,
British pounds sterling, the Euro, Australian dollars, New Zealand dollars, Swedish kroner,
Norwegian kroner, Danish kroner and Swiss francs, and (ii) any other currency approved by
Administrative Agent and all of the Lenders pursuant to Section 2.6.5 [Requests for Additional
Optional Currencies]. Subject to Section 2.6.4 [European Monetary Union], each Optional Currency
must be the lawful currency of the specified country.




          Optional Currency Sublimit shall mean (a) with respect to each Optional Currency, the
Dollar Equivalent in such Optional Currency of $200,000,000 and (b) with respect to all Optional
Currencies, the Dollar Equivalent in all Optional Currencies of $200,000,000, provided, the
aggregate amount of all Optional Currency Sublimits shall not at any time exceed the amount of the
Revolving Credit Commitment.




          Original Currency shall have the meaning specified in Section 5.13.1 [Currency
Conversion Procedures for Judgments].




          OSHA shall have the meaning specified in Section 6.1.18 [Other Regulatory
Protection].




          Other Currency shall have the meaning specified in Section 5.13.1 [Currency Conversion
Procedures for Judgments].




          Other Lender Provided Financial Service Product shall mean agreements or other
arrangements under which any Lender or Affiliate of a Lender provides any of the following products
or services to any of the Loan Parties or their respective Subsidiaries: (a) credit cards, (b)
credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f)
cash management, including controlled disbursement, accounts or services, or (g) foreign currency
exchange.




          Other Taxes shall mean all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.




          Overnight Rate shall mean for any day with respect to any Loans in an Optional
Currency, the rate of interest per annum as determined by the Administrative Agent at which
overnight deposits in such currency, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day in the Relevant Interbank
Market.




          Participant has the meaning specified in Section 11.8.4 [Participations].






23









 








          Participation Advance shall have the meaning specified in Section 2.5.3.3.




          Participating Member State shall mean any member State of the European Communities
that adopts or has adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.




          Patent, Trademark and Copyright Security Agreement shall mean the Patent, Trademark
and Copyright Security Agreement in substantially the form of Exhibit 1.1(P)(1) executed and
delivered by each of the Domestic Loan Parties to the Administrative Agent for the benefit of the
Lenders.




          Payment Date shall mean the first day of each calendar quarter after the date hereof
and on the Expiration Date or upon acceleration of the Notes.




          Payment In Full shall mean the indefeasible payment in full in cash of the Loans and
other Obligations hereunder, termination of the Commitments and expiration or termination of all
Letters of Credit.




          PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA or any successor.




          Pension Plan shall mean any “employee pension benefit plan” (as such term is defined
in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by a Loan Party or any ERISA Affiliate or to which a Loan Party or
any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times
during the immediately preceding five plan years.




          Permitted Acquisition shall mean a purchase or other acquisition by the Company or one
of its wholly-owned Subsidiaries of all of the Equity Interests in, or all or substantially all of
the property of, or any division of, any Person that, upon the consummation thereof, will be
wholly-owned directly by the Company or one or more of its wholly-owned Subsidiaries (including as
a result of a merger or consolidation) where such purchase or other acquisition shall meet the
following requirements:




          (i) the board of directors or other equivalent governing body of the target of such purchase
or acquisition shall have approved the Permitted Acquisition (to the extent such approval is
required) and in any event such purchase or acquisition is duly authorized;




          (ii) the target of such purchase or other acquisition is in the same lines of business as, or
lines of business substantially related or incidental to the principal business of, the Company;




          (iii) any Subsidiary created or acquired in connection with such Permitted Acquisition
complies with the requirements of Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures];




          (iv) the total cash and non-cash consideration (including the fair market value of all Equity
Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other
contingent payment obligations to, and the aggregate amounts paid or to be paid under non-





24









 







compete, consulting and other affiliated agreements with the sellers thereof, all write-downs
of property and reserves for liabilities with respect thereto and all assumptions of debt,
liabilities and other obligations in connection therewith) paid by or on behalf of the Company and
its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash
and non-cash consideration paid by or on behalf of the Company and its Subsidiaries for all other
purchases and other acquisitions made by the Company and its Subsidiaries pursuant to Section
8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], shall not exceed, if the Consolidated
Leverage Ratio is greater than or equal to 3.00:1.00 after giving effect to such purchase or
acquisition on a Pro Forma Basis, $50,000,000 for any individual acquisition or in the aggregate in
any fiscal year;




          (v) immediately before and after giving effect to such purchase or acquisition on a Pro Forma
Basis, (a) no Event of Default shall have occurred and be continuing, and (b) the Company and its
Subsidiaries shall be in compliance on a Pro Forma Basis with the financial covenants set forth in
this Agreement based on the most recently delivered Compliance Certificate; and




          (vi) the Company shall have delivered to the Administrative Agent at least five (5) Business
Days prior to the date on which any such proposed purchase or other acquisition involving total
cash and non-cash consideration in excess of $25,000,000 is to be consummated, a certificate of a
Authorized Officer, in form and substance satisfactory to the Administrative Agent, certifying that
all of the requirements set forth in this definition have been satisfied or will be satisfied prior
to the consummation of such purchase or other acquisition.




          Permitted Investments shall mean:




          (i) direct obligations of the United States of America or any agency or instrumentality
thereof or obligations backed by the full faith and credit of the United States of America maturing
in twelve (12) months or less from the date of acquisition;




          (ii) commercial paper maturing in 180 days or less rated not lower than A-2, by Standard &
Poor’s or P-2 by Moody’s Investors Service, Inc. on the date of acquisition;




          (iii) demand deposits, time deposits or certificates of deposit maturing within one year in
commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard &
Poor’s on the date of acquisition;




          (iv) money market or mutual funds whose investments are limited to those types of investments
described in clauses (i)-(iii) above; and




          (v) investments made under the Cash Management Agreements or under cash management agreements
with any other Lenders.




          Permitted Liens shall mean:




          (i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of
business and which are not yet due and payable;






25









 








          (ii) Pledges or deposits made in the ordinary course of business to secure payment of worker’s
compensation, or to participate in any fund in connection with workmen’s compensation, unemployment
insurance, old-age pensions or other social security programs;




          (iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and payable and Liens
of landlords securing obligations to pay lease payments that are not due and payable or in default;




          (iv) Good-faith pledges or deposits made in the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases,
not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or
surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of
business and earnest money deposits to secure obligations under purchase agreements;




          (v) Leases, subleases, licenses and sublicenses granted to others in the ordinary course of
business and encumbrances consisting of zoning restrictions, easements or other restrictions on the
use of real property, none of which materially impairs the use of such property or the value
thereof, and none of which is violated in any material respect by existing or proposed structures
or land use;




          (vi) Liens, security interests and mortgages in favor of the Administrative Agent for the
benefit of the Lenders and their Affiliates securing the Obligations (including Lender Provided
Interest Rate/Currency Hedges and Other Lender Provided Financial Services Obligations);




          (vii) Liens on property leased by any Loan Party or Subsidiary of a Loan Party under capital
leases permitted in Section 8.2.1 [Indebtedness] securing obligations of such Loan Party or
Subsidiary to the lessor under such leases;




          (viii) Any Lien existing on the date of this Agreement and described on Schedule
1.1(P) and extensions and renewals thereof, provided that the principal amount secured
thereby complies with Section 8.2.1 [Indebtedness], and no additional assets become subject to
such Lien;




          (ix) Purchase Money Security Interests which do not at any time encumber any property other
than the property financed by the related Indebtedness and where the Indebtedness secured thereby
does not exceed the cost of the property subject to such Purchase Money Security Interest, and
Capitalized Leases; provided that the aggregate amount of loans and deferred payments
secured by such Purchase Money Security Interests and Capitalized Leases does not exceed any
limitations thereon in Section 8.2.1 [Indebtedness];




          (x) The following, (A) if the validity or amount thereof is being contested in good faith by
appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have
been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is
discharged within forty-five (45) days of entry, and in either case they do not affect the
Collateral or, in the aggregate, materially impair the ability of any Loan Party to perform its
Obligations hereunder or under the other Loan Documents:






26









 








          (1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest
or penalty; provided that the applicable Loan Party maintains such reserves or other
appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges
forthwith upon the commencement of proceedings to foreclose any such Lien;




          (2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property
other than the Collateral, including any attachment of personal or real property or other legal
process prior to adjudication of a dispute on the merits;




          (3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory
nonconsensual Liens; or




          (4) Liens resulting from final judgments or orders which do not constitute Events of Default
under Section 9.1.6 [Final Judgments or Orders];




          (xi) statutory, common law, civil law or similar ordinary course Liens of vendors and
financial institutions in foreign jurisdictions;




          (xii) Liens granted by the Insurance Subsidiary to the extent required by applicable Law;




          (xiii) Liens granted to each of the trustees under the operative documents governing the 2015
Senior Notes and the 2027 Convertible Notes on money and property received and held by each such
trustee from the Company as regularly scheduled payments thereunder in accordance with the terms of
such documents as in effect on the date hereof;




          (xiv) other Liens on assets of Subsidiaries which are not Loan Parties securing Indebtedness
permitted to be incurred hereunder in an aggregate principal amount not to exceed $25,000,000;




          (xv) Liens created and maintained in the ordinary course of business which are not material in
the aggregate, which would not result in a Material Adverse Change and which:




          (1) Constitute a right of title retention in connection with the acquisition of goods in the
ordinary course of business on the supplier’s usual term of sale where there is no default in
connection with the relevant acquisition;




          (2) Constitute a right of retention of a debtor of such Person with respect to goods of such
Person held by such debtor and in connection with such Person has not paid its obligations owing to
such debtor;




          (3) Constitute Liens over stock-in-trade to secure the purchase price of such stock-in-trade
in the ordinary course of business;




          (4) Constitute a statutory right of set-off or unregistered statutory inchoate Lien;




          (5) Constitute rights reserved to or vested in Official Bodies by statutory provisions or by
the terms of leases, licenses, franchises, grants or permits, which affect any





27









 







land, to terminate the leases, licenses, franchises, grants or permits to require annual or
other periodic payments as a condition of the continuance thereof;




          (6) Constitute securities to public utilities or to any municipalities or other Governmental
Authorities when required by the utility, municipality or Official Body or other public authority
in connection with the supply of services or utilities to a Loan Party or any Subsidiary thereof;




          (7) Consist of royalties payable with respect to any asset or property of any Loan Party or
any Subsidiary thereof existing as of the Closing Date; and




          (8) Liens for customs and revenue authorities in the ordinary course of business.




          Permitted Non-Qualifying Lender shall mean, as determined with respect to Swiss
Borrowers, any bank, financial institution, trust, fund or other entity that is regularly engaged
in or established for the purpose of making, purchasing or investing in loans, securities or other
financial assets, that:





	 	(a)	 	is not a Qualifying Bank; and
	 
	 	(b)	 	by its accession to this Agreement as an additional Lender does
not increase the number of Lenders that are not Qualifying Banks under this
Agreement to a number that is greater than 10;




and which has not ceased to be a Lender or ceased to have any interest in any rights of a Lender
hereunder, e.g. through a participation and/or a subparticipation.




          Person shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, joint venture, government or
political subdivision or agency thereof, or any other entity.




          Plan shall mean an employee pension benefit plan (including a Multiple Employer Plan,
but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code and either (i) is maintained by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the
preceding five years been maintained by any entity which was at such time a member of the ERISA
Group for employees of any entity which was at such time a member of the ERISA Group.




          Pledge Agreement shall mean the Pledge Agreement in substantially the form of
Exhibit 1.1(P)(2) executed and delivered by each of the Loan Parties to the Administrative
Agent for the benefit of the Lenders.




          PNC shall mean PNC Bank, National Association, its successors and assigns.




          Potential Default shall mean any event or condition which with notice or passage of
time, or both, would constitute an Event of Default.






28









 








          Pricing Grid shall mean the pricing grid, with pricing expressed in basis points, set
forth below and subject to the limitations and conditions set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Revolving Credit	 	Revolving Credit
	 	 	Consolidated	 	Commitment	 	Letter of Credit	 	Base Rate Spread	 	Euro-Rate Spread
	Tier	 	Leverage Ratio	 	Fee (basis points)	 	Fee (basis points)	 	(basis points)	 	(basis points)
	V
	 	Greater than or
equal to 2.75 to
1.00

	 	 	50.0	 	 	 	300	 	 	 	200	 	 	 	300	 
	IV
	 	Greater than or
equal to 2.00 to
1.00 but less than
2.75 to 1.00

	 	 	45.0	 	 	 	275	 	 	 	175	 	 	 	275	 
	III
	 	Greater than or
equal to 1.25 to
1.00 but less than
2.00 to 1.00

	 	 	40.0	 	 	 	250	 	 	 	150	 	 	 	250	 
	II
	 	Greater than or
equal to .50 to 1.00
but less than 1.25
to 1.00

	 	 	35.0	 	 	 	225	 	 	 	125	 	 	 	225	 
	I
	 	Less than .50 to 1.00

	 	 	30.0	 	 	 	200	 	 	 	100	 	 	 	200	 






          For purposes of determining the Applicable Margin, the Applicable Commitment Fee Rate and
the Applicable Letter of Credit Fee Rate:




          (a) Notwithstanding the foregoing table, on the Closing Date, the Applicable Margin shall be
250 basis points for Revolving Credit Loans bearing interest at the Euro-Rate Option, 150 basis
points for Revolving Credit Loans bearing interest at the Base Rate Option, 40 basis points for the
Commitment Fee and 250 basis points for the Letter of Credit Fee.




          (b) Thereafter, the Applicable Margin, the Applicable Commitment Fee Rate and the Applicable
Letter of Credit Fee Rate shall be recomputed as of the end of each fiscal quarter ending after the
Closing Date based on the Leverage Ratio as of such quarter end. Any increase or decrease in the
Applicable Margin, the Applicable Commitment Fee Rate or the Applicable Letter of Credit Fee Rate
computed as of a quarter end shall be effective on the date on which the Compliance Certificate
evidencing such computation is due to be delivered under Section 8.3.3 [Certificate of the
Company]. If a Compliance Certificate is not delivered when due in accordance with such Section
8.3.3 [Certificate of the Company], then the rates in Level V shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have been delivered and
shall remain in effect until the date on which such Compliance Certificate is delivered.




          (c) If, as a result of any restatement of or other adjustment to the financial statements of
the Company and its Subsidiaries or for any other reason, the Borrowers or the Lenders determine
that (i) the Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate
and (ii) a proper calculation of the Leverage Ratio would have



29









 






resulted in higher pricing for such
period, the Borrowers shall immediately and retroactively be
obligated to pay to the Administrative Agent for the account of the applicable Lenders,
promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed
entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United
States, automatically and without further action by the Administrative Agent or any Lender), an
amount equal to the excess of the amount of interest and fees that should have been paid for such
period over the amount of interest and fees actually paid for such period. This paragraph shall
not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may
be, under Section 2.5 [Letter of Credit Subfacility] or Section 4.3 [Interest During Event of
Default] or Section 9 [Default]. The Borrowers’ obligations under this paragraph shall survive the
termination of the Commitments and the repayment of all other Obligations hereunder.




          Prime Rate shall mean the interest rate per annum announced from time to time by the
Administrative Agent at its Principal Office as its then prime rate, which rate may not be the
lowest or most favorable rate then being charged commercial borrowers or others by the
Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on
the day such change is announced.




          Principal Office shall mean the main banking office of the Administrative Agent in
Pittsburgh, Pennsylvania.




          Prior Security Interest shall mean a valid and enforceable perfected first-priority
security interest under the Uniform Commercial Code in the Collateral which is subject only to
statutory Liens for taxes not yet due and payable or Purchase Money Security Interests.




          Prior Senior Credit Facility shall mean the credit facilities provided to the
Borrowers (or certain of them) pursuant to the terms of a Credit Agreement among the Borrowers (or
certain of them), National City Bank, as Multicurrency Administrative Agent, the Affiliates of
Borrowers party thereto as guarantors, and various lending institutions party thereto, dated as of
February 12, 2007, the Borrowers’ obligations with respect to which are intended to be satisfied in
full on the Closing Date with advances of Loans hereunder.




          Professional Market Party . shall have the meaning given in the Dutch Act on
Financial Supervision (Wet op het financieel toezicht) and any regulation promulgated thereunder as
amended or replaced from time to time, which term extends, inter alia, to Persons qualifying as a
licensed bank thereunder, as well as (in relation to the Netherlands Borrower or Persons located in
or organized under the laws of the Netherlands) any Person from which funds are borrowed in an
initial amount of at least the Dollar Equivalent of EUR 50,000.




          Pro Forma Basis shall mean, for purposes of calculating the Consolidated Leverage
Ratio and the Consolidated Interest Coverage Ratio, that any Permitted Acquisition, any repurchase
or redemption pursuant to clause (c) of Section 8.2.5 [Dividends and Related Distributions], or
any redemption of the 2015 Senior Notes or the 2027 Convertible Notes pursuant to clause (ii) of
Section 8.2.18 [Covenants as to Certain Indebtedness] shall be deemed to have occurred as of the
first day of the most recent four (4) fiscal quarter period preceding the date of such transaction
for which the Company has delivered financial statements pursuant to Section 8.3.1 [Quarterly
Financial Statements] or Section 8.3.2 [ Annual Financial Statements]. In connection with the
foregoing, with respect to any Permitted Acquisition (i) income statement items (whether positive
or negative) and items on the statement of cash flow attributable to the





30









 







Person or assets acquired
shall be included to the extent relating to any period applicable in such
calculations to the extent (A) such items are not otherwise included in such income statement
items and items on the statement of cash flow for the Company and its Subsidiaries in accordance
with GAAP or in accordance with any defined terms set forth in Section 1.1 [Certain Definitions]
and (B) such items are supported by audited financial statements (if available) or other
information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred
or assumed by the Company or any Subsidiary (including the Person or assets acquired) in connection
with such transaction and any Indebtedness of the Person or assets acquired which is not retired in
connection with such transaction (A) shall be deemed to have been incurred as of the first day of
the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an
implied rate of interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such Indebtedness as at the
relevant date of determination.




          Published Rate shall mean the rate of interest published each Business Day in The Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for
a one month period (or, if no such rate is published therein for any reason, then the Published
Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London
interbank deposit market for a one month period as published in another publication selected by the
Administrative Agent).




          Purchase Money Security Interest shall mean Liens upon tangible personal property
securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan
Party or Subsidiary for the purchase of such tangible personal property.




          Qualifying Bank shall mean, with respect to Swiss Borrowers, any Person which is
recognized as a bank by the banking laws in force in its country of incorporation, or if acting
through a branch by the banking laws in force in the country of that branch, and which exercises as
its main purpose a true banking activity, having bank personnel, premises, communication devices of
its own and the authority of decision-making and has a genuine banking activity, in each case as
per the Guidelines.




          Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the
Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of all of the
Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined
based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving
effect to any assignments.




          Receivables Subsidiary shall mean any entity established for the sole purpose of
engaging in asset securitizations.




          Regulated Substances shall mean, without limitation, any substance, material or waste,
regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,”
“pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous
substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous waste,” “special
handling waste,” “industrial waste,” “municipal waste,” “mixed waste,” “infectious waste,”
“chemotherapeutic waste,” “medical waste” or “regulated substance” or any other material, substance
or waste, regardless of its form or nature, which otherwise is regulated by Environmental Laws.






31









 








          Reference Currency shall have the meaning specified in the definition of Equivalent
Amount.




          Reimbursement Obligation shall have the meaning specified in Section 2.5.3
[Disbursements, Reimbursement].




          Related Parties shall mean, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.




          Relevant Interbank Market shall mean in relation to Euro, the European Interbank
Market, in relation to the Canadian dollar, the CDOR Market and, in relation to any other currency,
the London interbank market.




          Relief
Proceeding shall mean any proceeding seeking a decree or order for relief in
respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law (whether domestic or
foreign) now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or Subsidiary
of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of
its affairs, or an assignment for the benefit of its creditors, or foreign jurisdiction equivalent
of any of the foregoing.




          Required Lenders shall mean Lenders (other than any Defaulting Lender) having more
than 50% of the sum of the aggregate amount of the Revolving Credit Commitments of such Lenders
(or, after termination of the Revolving Credit Commitments, the Dollar Equivalent amount of
outstanding Revolving Credit Loans and Ratable Share of Dollar Equivalent Letter of Credit
Obligations of the Lenders).




          Required Share shall have the meaning specified in Section 5.11 [Settlement Date
Procedures].




          Revolving Credit Commitment shall mean, as to any Lender at any time, the amount
initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of
Commitment for Revolving Credit Loans,” as such Commitment is thereafter reduced pursuant to
Section 2.1.1.3 [Reduction of Revolving Credit Commitment] or Section 5.7 [Mandatory Prepayments
and Related Commitment Reductions], assigned or modified and Revolving Credit Commitments
shall mean the aggregate Revolving Credit Commitments of all of the Lenders.




          Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall
mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one
of the Lenders to the Borrowers pursuant to Section 2.1 [Revolving Credit Commitments] or Section
2.5.3 [Disbursements, Reimbursement].




          Revolving Facility Usage shall mean at any time the Dollar Equivalent sum of the
outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit
Obligations.






32









 








          Sale and Leaseback Transaction shall mean, with respect to the Company and its
Subsidiaries, any arrangement, directly or indirectly, with any Person whereby the Company or such
Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property being sold or transferred.




          SEC shall mean the United States Securities and Exchange Commission.




          Security Agreement shall mean the Security Agreement in substantially the form of
Exhibit 1.1(S) executed and delivered by each of the Loan Parties to the Administrative
Agent for the benefit of the Lenders.




          Settlement Date shall mean the Business Day on which the Administrative Agent elects
to effect settlement pursuant to Section 5.11 [Settlement Date Procedures].




          Solvent shall mean, with respect to any Person on a particular date, that on such date
(i) the fair value of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, (ii) the present fair
saleable value of the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute and matured, (iii)
such Person is able to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business, (iv) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in
business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged. In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.




          Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.




          Statements shall have the meaning specified in Section 6.1.6(i) [Historical
Statements].




          Subordinated Debt shall mean (a) the 2027 Convertible Notes, (b) subordinated
Indebtedness of any Loan Party evidenced by a Subordinated Seller Note and (c) any other
Indebtedness incurred by any Loan Party which by its terms is specifically subordinated in right of
payment to the prior payment of any or all of the Obligations.




          Subordinated Seller Note shall mean a promissory note issued by any Loan Party to the
applicable seller as part of the consideration paid by any Loan Party to such seller in connection
with a Permitted Acquisition.




          Subsidiary of any Person at any time shall mean any corporation, trust, partnership,
any limited liability company or other business entity (i) of which more than 50% of





33









 







the
outstanding voting securities or other interests normally entitled to vote for the election of
one or more directors or trustees (regardless of any contingency which does or may suspend or
dilute the voting rights) is at such time owned directly or indirectly by such Person or one or
more of such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by
such Person or one or more of such Person’s Subsidiaries.




          Swing Loan Commitment shall mean each Swing Loan Lender’s commitment to make Swing
Loans in Dollars or Optional Currencies to the Borrowers pursuant to Section 2.1.2 [Swing Loan
Commitment] hereof in an aggregate principal amount up to the Dollar Equivalent of the Swing Loan
Sublimit. Swing Loan Commitments shall mean the aggregate Swing Loan Commitments of all
Swing Loan Lenders. The Swing Loan Commitments shall not at any time exceed the Revolving Credit
Commitments. Although PNC’s Swing Loan Commitment with respect to Swing Loans in Dollars shall be
equal to the amount of the Swing Loan Sublimit as of the Closing Date, such Swing Loan Commitment
of PNC shall be automatically reduced from time to time after the Closing Date by the amount of any
additional Swing Loan Commitment of any other Swing Loan Lender with respect to Swing Loans in
Optional Currencies, so that the aggregate amount of Swing Loan Commitments at all times complies
with the limitations set forth herein.




          Swing Loan Sublimit shall mean $30,000,000.




          Swing Loan Lender shall mean PNC, in its individual capacity as Lender of Swing Loans
in Dollars, or PNC or any other Lender, in its individual capacity as Lender of Swing Loans in
Optional Currencies pursuant to Section 2.1.2 [Swing Loan Commitment], and Swing Loan
Lenders shall mean all of the Swing Loan Lenders.




          Swing Loan Note shall mean the Swing Loan Note of the Borrowers to PNC in the form of
Exhibit 1.1(N)(2) evidencing the Swing Loans in Dollars or any other Swing Loan Note to PNC
or any other Swing Loan Lender substantially in the form of Exhibit 1.1(N)(2) (or another
form approved by the Borrowers and Administrative Agent) evidencing the Swing Loans in Optional
Currencies, together in each case with all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part, and Swing Loan Notes shall mean all
of such Swing Loan Notes.




          Swing Loan Request shall mean a request for a Swing Loan made in accordance with
Section 2.3.2 [Swing Loan Requests] hereof.




          Swing Loans shall mean collectively and Swing Loan shall mean separately all
Swing Loans or any Swing Loan made by the Swing Loan Lenders to the Borrowers pursuant to Section
2.1.2 [Swing Loan Commitment] hereof.




          Swiss Bank Rules shall mean together the Swiss Ten Non-Bank Rule and the Swiss Twenty
Non-Bank Rule.




          Swiss Borrowers shall mean all Borrowers incorporated or otherwise organized under the
laws of Switzerland, each of which shall be individually referred to herein as a Swiss
Borrower.




34









 








          Swiss Federal Tax Administration means the Swiss federal tax administration referred
to in Article 34 of the Swiss Withholding Tax Act.




          Swiss Ten Non-Bank Rule shall mean the rule that the aggregate number of Lenders and
Participants in respect of Loans to any Swiss Borrower pursuant to this Agreement that are not
Qualifying Banks must not at any time exceed ten, all in accordance with the Guidelines.




          Swiss Tranche shall mean that portion of a Loan which can be used by a Swiss Borrower
under this Agreement.




          Swiss Twenty Non-Bank Rule shall mean the rule that the aggregate number of lenders
(including the Lenders), other than Qualifying Banks, of any Swiss Borrower under all its
outstanding debts relevant for classification as debenture (Kassenobligation) (including debt
arising under this Agreement, facilities or private placements and intragroup loans, if and to the
extent intragroup loans are not exempt in accordance with the ordinance of the Swiss Federal
Council of June 18, 2010 amending the Swiss Federal Ordinance on withholding tax and the Swiss
Federal Ordinance on stamp duties with effect as of August 1, 2010) must not at any time exceed
twenty, all in accordance with the Guidelines.




          Synthetic Debt shall mean, with respect to any Person as of any fiscal quarter end
date thereof, all obligations of such Person in respect of transactions entered into by such Person
that are intended to function primarily as a borrowing of funds (including any minority interest
transactions that function primarily as a borrowing) but are not otherwise included in the
definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and
its Subsidiaries in accordance with GAAP.




          Synthetic Lease Obligation shall mean the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property (including Sale and Leaseback Transactions), in each case, creating
obligations that do not appear on the balance sheet of such Person but which, upon the application
of any Relief Proceedings to such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment).




          TARGET2 shall mean the Trans-European Automated Real-time Gross Settlement Express
Transfer payment system which utilizes a single shared platform and which was launched on 19
November 2007.




          TARGET Day shall mean any day on which TARGET2 is open for the settlement of payment
in Euro.




          Taxes shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Official Body, including any
interest, additions to tax or penalties applicable thereto.




          TRICARE shall mean the United States Department of Defense health care program for
service families including, but not limited to, TRICARE Prime, TRICARE Extra and TRICARE Standard,
and any successor to or predecessor thereof.






35









 








          UCP shall have the meaning specified in Section 11.11.1 [Governing Law].




          USA Patriot Act shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or replaced.




          Vendor Financingshall mean the sale in the ordinary course of business by the Company
or any of its Subsidiaries to De Lage Landen Financial Services, Inc. or any other Person that is
not an Affiliate of the Company or any of its Subsidiaries of Customer Leases.




     1.2 Construction.
Unless the context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan Documents: (i) references to
the plural include the singular, the plural, the part and the whole and the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii)
the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any
other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article,
section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan
Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes
such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and
any other Loan Document together with the schedules and exhibits hereto or thereto, document or
instrument means such agreement, document or instrument as amended, modified, replaced, substituted
for, superseded or restated; (vi) relative to the determination of any period of time, “from” means
“from and including,” “to” means “to but excluding,” and “through” means “through and including”;
(vii) the words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, (viii) section headings herein and in each other Loan Document are
included for convenience and shall not affect the interpretation of this Agreement or such Loan
Document, and (ix) unless otherwise specified, all references herein to times of day shall be
references to Eastern Time.



     1.3 Accounting Principles.
Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the meanings ascribed to such
terms by GAAP; provided, however, that all accounting terms used in Section 8.2
[Negative Covenants] (and all defined terms used in the definition of any accounting term used in
Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms)
under GAAP as in effect on the date hereof applied on a basis consistent with those used in
preparing Statements referred to in Section 6.1.6(i) [Historical Statements]. In the event of any
change after the date hereof in GAAP, and if such change would affect the computation of any of the
financial covenants set forth in Section 8.2 [Negative Covenants], then the parties hereto agree
to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such
financial covenants in a manner that would preserve the original intent thereof, but would allow
compliance therewith to be determined in accordance with the Company’s and its Subsidiaries’
financial statements at that time, provided that, until so amended such financial
covenants shall continue to be computed in accordance with GAAP prior to such change therein.
Notwithstanding any other provision of this Agreement, financial
statements of businesses acquired in Permitted



36









 







Acquisitions directly or indirectly by a Loan
Party or Subsidiary shall not be required to comply with GAAP for periods prior to the date of
consummation of such Permitted Acquisition.



2.  REVOLVING CREDIT AND SWING LOAN FACILITIES




     2.1 Revolving Credit and Swing Loan Commitments.



               2.1.1 Revolving Credit Commitment.



                    2.1.1.1 Revolving Credit Loans. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Lender holding any Revolving
Credit Commitment severally agrees to make Revolving Credit Loans in either Dollars or one or more
Optional Currencies to the Borrowers at any time or from time to time on or after the date hereof
to the Expiration Date, provided that (i) after giving effect to each such Loan, the
aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such
Lender’s Revolving Credit Commitment minus such Lender’s Revolving Credit Ratable Share of
the Dollar Equivalent amount of Letters of Credit Outstanding, (ii) after giving effect to each
such Loan, the aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender to any
Foreign Borrower shall not exceed such Lender’s Ratable Share of any Foreign Borrower Sublimit,
(iii) the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments, and
(iv) no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional
Currency. Within such limits of time and amount and subject to the other provisions of this
Agreement, the Borrowers may borrow, repay and reborrow pursuant to this Section 2.1. The
Borrowers, jointly and severally, subject to Section 11.14 (if applicable), shall repay in full the
outstanding principal amount of the Revolving Credit Loans, together with all accrued interest
thereon and all fees and other amounts owing under any of the Loan Documents relating thereto on
the Expiration Date or earlier termination of the Revolving Credit Commitments in connection with
the terms hereof.



                    2.1.1.2 Discretionary Increase in Revolving Credit Commitments.



                    (i) Increasing Lenders and New Lenders. The Borrowers may, at any time, but not more
than two (2) times, prior to the fourth (4th) anniversary of the Closing Date, request that (1) the
current Lenders increase their Revolving Credit Commitments (any current Lender which elects to
increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”) or (2) one
or more new lenders (each a “New Lender”) join this Agreement and provide a Revolving Credit
Commitment hereunder, subject to the following terms and conditions:



                         (a) No Obligation to Increase. No current Lender shall be obligated to increase its
Revolving Credit Commitment and any increase in the Revolving Credit Commitment by any current
Lender shall be in the sole discretion of such current Lender;



                         (b) Defaults. There shall exist no Event of Default or, unless consented to by the
Required Lenders, Potential Default on the effective date of such increase, either before or after
giving effect to such increase;



                         (c) Aggregate Revolving Credit Commitments. After giving effect to such increase, the
total Revolving Credit Commitments shall not exceed the lesser of



37









 







(i)
$475,000,000 or (ii) the sum of (A) the total Revolving Credit Commitments as in effect on the
date of such request prior to giving effect to any requested increase, plus (B) $75,000,000
minus the amount of any prior increase to the Revolving Credit Commitments under this
Section 2.1.1.2;



                         (d) Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent
on or before the effective date of such increase the following documents in a form reasonably
acceptable to the Administrative Agent: (1) certifications of their corporate secretaries (or
foreign jurisdiction equivalent) with attached resolutions certifying that the increase in the
Revolving Credit Commitment has been approved by such Loan Parties, and (2) opinions of domestic
and foreign counsel (as applicable) addressed to the Administrative Agent and the Lenders
addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan
Documents against, the Loan Parties;



                         (e) Notes. The Borrowers shall execute and deliver (1) to each Increasing Lender a
replacement revolving credit Note reflecting the new amount of such Increasing Lender’s Revolving
Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing
Lender shall be deemed to be terminated) and (2) to each New Lender a revolving credit Note
reflecting the amount of such New Lender’s Revolving Credit Commitment.



                         (f) Approval of New Lenders. Any New Lender shall be subject to the approval of the
Administrative Agent and the Company and shall not be (1) a Borrower or any of the Borrowers’
Subsidiaries or Affiliates or (2) a natural person. The Revolving Credit Commitment of any New
Lender shall not be less than $10,000,000. The share of each New Lender located in or organized
under the laws of the Netherlands and the share of each New Lender hereunder in the Loans to a
Netherlands Borrower shall initially be at least the Dollar Equivalent of EUR 50,000 or such New
Lender shall otherwise qualify as a Professional Market Party, and each such New Lender shall
confirm the foregoing on the date on which it becomes a New Lender hereunder by execution and
delivery of its Lender Joinder and Assumption Agreement in which the New Lender confirms that it is
a Professional Market Party.



                         (g) Increasing Lenders. Each Increasing Lender shall confirm its agreement to
increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the
Administrative Agent, signed by it and the Borrowers and delivered to the Administrative Agent at
least five (5) days before the effective date of such increase.



                         (h) New Lenders—Joinder. Each New Lender shall execute a lender joinder in
substantially the form of Exhibit 2.1 pursuant to which such New Lender shall join and
become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in
the amount set forth in such lender joinder.



                    (ii) Treatment of Outstanding Loans and Letters of Credit.



                         (a) Repayment of Outstanding Revolving Credit Loans; Borrowing of New Revolving Credit
Loans. On the effective date of such increase, at the request of the Administrative Agent, the
Borrowers shall repay all Revolving Credit Loans then outstanding, subject to the Loan Parties’
indemnity obligations under Section 5.10 [Indemnity]; provided that they may borrow new
Revolving Credit Loans with a Borrowing Date on such



38









 




date. Each of the Lenders shall participate in any new Revolving Credit Loans made on or after
such date in accordance with their respective Ratable Shares after giving effect to the increase in
Revolving Credit Commitments contemplated by this Section 2.1.1.2.




                         (b) Outstanding Letters of Credit. On the effective date of such increase, each
Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each
then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the
participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii)
will acquire (and will pay to the Administrative Agent, for the account of each Lender, in
immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation
Advances.



                    2.1.1.3 Reduction of Revolving Credit Commitment. The Borrowers shall have the right
at any time after the Closing Date upon five (5) days’ prior written notice to the Administrative
Agent to permanently reduce (ratably among the Lenders in proportion to their Ratable Shares) the
Revolving Credit Commitments, in a minimum amount of $5,000,000 and whole multiples of $1,000,000,
or to terminate completely the Revolving Credit Commitments, without penalty or premium except as
hereinafter set forth; provided that any such reduction or termination shall be accompanied
by prepayment of the Notes (in accordance with Section 5.6 [Voluntary Prepayments]) (and all
amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the
aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less
than the Revolving Credit Commitments as so reduced or terminated. Any notice to reduce the
Revolving Credit Commitments under this Section 2.1.1.3 shall be irrevocable.



               2.1.2 Swing Loan Commitment.



                    2.1.2.1 Swing Loans Generally.



          (i) Subject to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, and in order to facilitate loans and repayments between Settlement
Dates, PNC, as a Swing Loan Lender may (unless it has received written notice of the existence of
any Event of Default and so long as such shall continue to exist or, unless consented to by the
Required Lenders, a Potential Default and so long as such shall continue to exist), at its option,
cancelable at any time for any reason whatsoever, make swing loans in Dollars and, subject to
Section 2.1.2.2 below, PNC or any other Swing Loan Lender may (unless such Swing Loan Lender has
received written notice of the existence of any Event of Default and so long as such shall continue
to exist or, unless consented to by the Required Lenders, a Potential Default and so long as such
shall continue to exist), at its option, cancelable at any time for any reason whatsoever, make
swing loans in Optional Currencies (collectively, all such Dollar and Optional Currency swing loans
are referred to as the “Swing Loans”), to the Borrowers at any time or from time to time after the
date hereof to, but not including, the Expiration Date, in an aggregate principal Dollar Equivalent
amount up to but not in excess of the Swing Loan Sublimit, provided that after giving
effect to each such Loan, the Revolving Facility Usage shall not exceed the Revolving Credit
Commitments.




          (ii) Within the limits of time and amount set forth in this Section 2.1.2, and subject to the
other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to this
Section 2.1.2.




39









 








          (iii) Notwithstanding any other provision hereof, as a condition to the making of any optional
Swing Loan, if any Lender is at such time a Defaulting Lender hereunder, PNC may require that
satisfactory arrangements with the Borrowers or such Defaulting Lender be entered into to eliminate
the Swing Loan Lenders’ risk with respect to such Defaulting Lender (it being understood that PNC
would consider the Borrowers or the Defaulting Lender providing cash collateral to the
Administrative Agent, for the benefit of the Swing Loan Lenders, to secure the Defaulting Lender’s
Ratable Share of the Swing Loans, a satisfactory arrangement).




                    2.1.2.2 Swing Loans in Optional Currencies.



          (i) If the Borrowers wish to request a Swing Loan in an Optional Currency, the Borrowers shall
so indicate in their Swing Loan Request delivered pursuant to Section 2.3.2 [Swing Loan Requests]
below. If the request for a Swing Loan in an Optional Currency is an initial request as to which
no Swing Loan Lender has yet agreed to enter into a Swing Loan Commitment, the applicable Swing
Loan Request shall be delivered by Borrowers to the existing Swing Loan Lenders for their
consideration, with a copy to the Administrative Agent. If the request relates to an existing
Swing Loan Commitment in Optional Currencies of a particular Swing Loan Lender, it shall be
delivered to the applicable Swing Loan Lender, with a copy to the Administrative Agent. In the
case of an initial request for a Swing Loan in an Optional Currency as to which no Swing Loan
Lender has provided a Swing Loan Commitment, if the existing Swing Loan Lenders do not agree to
make such requested Swing Loan in an Optional Currency by providing a Swing Loan Commitment with
respect thereto, then the Swing Loan Lenders shall so inform the Administrative Agent, which shall
then submit such request to the other Lenders for their consideration. No Lender shall be
obligated to provide such Swing Loan in an Optional Currency and the provision of any such Swing
Loan in an Optional Currency by any Lender shall be in the sole discretion of such Lender. If any
Lender agrees to make a Swing Loan in an Optional Currency by providing a Swing Loan Commitment
with respect thereto, the Borrowers shall execute and deliver a Swing Loan Note to each such Swing
Loan Lender in the maximum amount of such Swing Loan Lender’s Swing Loan Commitment with respect to
Swing Loans in Optional Currencies (or specified Optional Currencies, as the case may be), pursuant
to Section 2.7.1 [Notes], and the applicable Swing Loan Lender’s acceptance of such Swing Loan Note
shall provide its Swing Loan Commitment. Swing Loans in Optional Currencies, if made, shall be
made by existing Lenders, who shall by the making of such Swing Loans in Optional Currencies become
Swing Loan Lenders hereunder.




          (ii) Swing Loans in Optional Currencies are subject to the following additional limitations:
(a) Swing Loans of all Borrowers in Optional Currencies may not exceed the aggregate Dollar
Equivalent principal amount of $25,000,000; (b) Swing Loans of any Foreign Borrower may not exceed
an aggregate Dollar Equivalent principal amount equal to 20% of such Foreign Borrower’s applicable
Foreign Borrower Sublimit; (c) if total Revolving Facility Usage at any time exceeds $325,000,000
(i) no Swing Loans in Optional Currencies may be requested until Revolving Facility Usage falls
below $300,000,000, and (ii) all outstanding Swing Loans in Optional Currencies shall be
immediately converted to Revolving Credit Loans pursuant to Section 2.4.5 [Borrowings to Repay
Swing Loans] if Revolving Credit Loans are then available or, if they are not, repaid in full by
Borrowers; (d) Swing Loans in Optional
Currencies must comply with Section 2.6 [Utilization of Commitments in Optional Currencies],
including without limitation the provision in Section 2.6.1 [Notices From Lenders That Optional
Currencies Are Unavailable to Fund New Loans] that no Swing Loan may be requested if the



40









 






aggregate
amount of Revolving Credit Loans (including Swing Loans) in all Optional Currencies, taking into
account such requested Swing Loan and all other Revolving Credit Loans (including Swing Loans) then
outstanding in all Optional Currencies, would exceed the aggregate Optional Currency Sublimit
applicable to all Optional Currencies; and (e) if an Event of Default exists, no Swing Loans in
Optional Currencies may thereafter be requested and all outstanding Swing Loans in Optional
Currencies shall be immediately converted to Revolving Credit Loans pursuant to Section 2.4.5
[Borrowings to Repay Swing Loans] if Revolving Credit Loans are then available or, if they are not,
repaid in full by Borrowers.




     2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.
Each Lender shall be obligated to participate in each request for Revolving Credit Loans
pursuant to Section 2.3 [Revolving Credit Loan Requests; Swing Loan Requests] in accordance with
its Ratable Share. The aggregate Dollar Equivalent of each Lender’s Revolving Credit Loans
outstanding hereunder to the Borrowers at any time shall never exceed its Revolving Credit
Commitment minus its Dollar Equivalent Ratable Share of the outstanding Swing Loans and Letter of
Credit Obligations. The obligations of each Lender hereunder are several. The failure of any
Lender to perform its obligations hereunder shall not affect the Obligations of the Borrowers to
any other party nor shall any other party be liable for the failure of such Lender to perform its
obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.



     2.3 Revolving Credit Loan Requests; Swing Loan Requests.



               2.3.1 Revolving Credit Loan Requests.
Except as otherwise provided herein, the Borrowers may from time to time prior to the
Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the
Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2
[Interest Periods], by delivering to the Administrative Agent, not later than 12:00 p.m., (i) three
(3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving
Credit Loans in Dollars to which the Euro-Rate Option applies or the conversion to or the renewal
of the Euro-Rate Option for any Loans in Dollars; (ii) four (4) Business Days prior to the proposed
Borrowing Date with respect to the making of Revolving Credit Loans in an Optional Currency or the
date of conversion to or renewal of the Euro-Rate Option for Revolving Credit Loans in an Optional
Currency; and (iii) the same Business Day of the proposed Borrowing Date with respect to the making
of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding
Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly
completed request therefor substantially in the form of Exhibit 2.3 or a request by
telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a
“Loan Request”), it being understood that the Administrative Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of such written
confirmation. Each Loan Request shall be irrevocable and shall specify (i) the aggregate amount of
the proposed Loans (expressed in the currency in which such Loans shall be funded) comprising each
Borrowing Tranche, the Dollar Equivalent amount of which shall be in (x) integral multiples of
$500,000 and not less than $1,000,000 for each
Borrowing Tranche to which the Euro-Rate Option applies and (y) integral multiples of $100,000
and not less than $500,000 for each Borrowing Tranche under the Base Rate Option; (ii) whether the
Euro-Rate Option or Base Rate Option shall apply to the proposed Revolving Credit Loans comprising
the applicable Borrowing Tranche; (iii) the currency in which such Loans shall be funded if the



41









 







Borrowers are electing the Euro-Rate Option; (iv) in the case of a Borrowing Tranche to which the
Euro-Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing
Tranche; and (v) which Borrower is requesting the Revolving Credit Loan.



               2.3.2 Swing Loan Requests.
Except as otherwise provided herein, the Borrowers may from time to time prior to the
Expiration Date request PNC, as a Swing Loan Lender, to make Swing Loans in Dollars, or request PNC
or any other Swing Loan Lender to make Swing Loans in Optional Currencies, by delivering to such
Swing Loan Lender, with a copy to the Administrative Agent, not later than 12:00 noon on the
proposed Borrowing Date of a duly completed request therefor substantially in the form of
Exhibit 2.3.2 hereto or a request by telephone immediately confirmed in writing by letter,
facsimile or telex (each, a “Swing Loan Request”), it being understood that the Administrative
Agent and Swing Loan Lenders may rely on the authority of any individual making such a telephonic
request without the necessity of receipt of such written confirmation. Each Swing Loan Request
shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such
Swing Loan, which shall be not less than $100,000.



     2.4 Making and Repaying Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent.



               2.4.1 Making Revolving Credit Loans.
The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to
Section 2.3 [Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its
receipt of such Loan Request specifying the information provided by the Borrowers, including the
currency in which Revolving Credit Loan is requested, and the apportionment among the Lenders of
the requested Revolving Credit Loans as determined by the Administrative Agent in accordance with
Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender
shall remit the principal amount of each Revolving Credit Loan in the requested Optional Currency
(or in Dollars if so requested by the Administrative Agent) to the Administrative Agent such that
the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders
have made funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter
of Credit], fund such Revolving Credit Loans to the Borrowers in immediately available funds in
Dollars or the requested Optional Currency (as applicable) at the Principal Office prior to 2:00
p.m., on the applicable Borrowing Date; provided that if any Lender fails to remit such
funds, in the applicable Optional Currency, to the Administrative Agent in a timely manner, the
Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving
Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the
repayment obligation in Section 2.4.2 [Presumptions by the Administrative Agent].



               2.4.2 Presumptions by the Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s
share of such Loan, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.4.1 [Making Revolving Credit Loans] and may, in
reliance upon such assumption, make available to the Borrowers a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Loan available to the
Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the



42









 







Borrowers to but excluding the
date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Effective Rate (or, with respect to any payment in an
Optional Currency, the Overnight Rate) and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (ii) in the case of a payment
to be made by the Borrowers, the interest rate applicable to Loans under the Base Rate Option. If
such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Loan. Any payment by the Borrowers shall be without prejudice
to any claim the Borrowers may have against a Lender that shall have failed to make such payment to
the Administrative Agent.



               2.4.3 Making Swing Loans.
So long as each Swing Loan Lender elects to make Swing Loans, such Swing Loan Lender shall,
after receipt by it of a Swing Loan Request pursuant to Section 2.3.2 [Swing Loan Requests] fund
such Swing Loan to the Borrowers in Dollars or, if applicable, the relevant Optional Currency, and
immediately available funds at the Principal Office prior to 4:00 p.m. on the Borrowing Date or, in
the case of Swing Loans in Optional Currencies, prior to such date and time as has been agreed
among the Administrative Agent, relevant Swing Loan Lender and the Borrowers.



               2.4.4 Repayment of Revolving Credit Loans.
The Borrowers shall repay the Revolving Credit Loans together with all outstanding interest
thereon on the Expiration Date.



               2.4.5 Borrowings to Repay Swing Loans.
Each Swing Loan Lender may, at its option, exercisable at any time for any reason whatsoever,
demand repayment of its Swing Loans, and each Lender shall make a Revolving Credit Loan in Dollars
in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the
outstanding Swing Loans of such Swing Loan Lender, plus, if such Swing Loan Lender so requests,
accrued interest thereon, provided that no Lender shall be obligated in any event to make
Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share
of Letter of Credit Obligations (to the extent applicable, calculated using Dollar Equivalents).
Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate
Option and shall be deemed to have been properly requested in accordance with Section 2.3.1
[Revolving Credit Loan Requests] without regard to any of the requirements of that provision. Each
Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by
letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section
2.4.5 and of the apportionment among
the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit
Loans (whether or not the conditions specified in Section 2.3.1 [Revolving Credit Loan Requests]
are then satisfied) by the time such Swing Loan Lender so requests, which shall not be earlier than
3:00 p.m. on the Business Day next after the date the Lenders receive such notice from such Swing
Loan Lender.



               2.4.6 Swing Loans Under Cash Management Agreements.
In addition to making Swing Loans pursuant to the foregoing provisions of Section 2.4.3
[Making Swing Loans], without the requirement for a specific request from the Borrowers pursuant to
Section 2.3.2 [Swing Loan Requests], PNC as a Swing Loan Lender may make Swing Loans to the
Borrowers in accordance with the provisions of the agreements between the Company and such Swing
Loan Lender relating to the Company’s deposit, sweep and other accounts at such Swing Loan Lender
and related arrangements and agreements regarding the management and investment of the Company’s
cash assets as in effect from time to time (the “Cash Management Agreements”) to the extent of the
daily aggregate net negative balance in the Company’s



43









 







accounts which are subject to the provisions
of the Cash Management Agreements. Swing Loans made pursuant to this Section 2.4.6 in accordance
with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to
aggregate amount set forth in Section 2.1.2 [Swing Loan Commitment], (ii) not be subject to the
limitations as to individual amount set forth in Section 2.3.2 [Swing Loan Requests], (iii) be
payable by the Borrowers, both as to principal and interest, at the rates and times set forth in
the Cash Management Agreements (but in no event later than the Expiration Date), (iv) not be made
at any time after such Swing Loan Lender has received written notice of the occurrence of an Event
of Default and so long as such shall continue to exist, or, unless consented to by the Required
Lenders, a Potential Default and so long as such shall continue to exist, (v) if not repaid by the
Borrowers in accordance with the provisions of the Cash Management Agreements, be subject to each
Lender’s obligation pursuant to Section 2.4.5 [Borrowings to Repay Swing Loans], and (vi) except as
provided in the foregoing subsections (i) through (v), be subject to all of the terms and
conditions of this Section 2. The Borrowers acknowledge and agree that each Borrower materially
benefits from the arrangements made pursuant to Section 2.3 and the Cash Management Agreements, and
each Borrower shall be jointly and severally liable, subject to Section 11.14 [Foreign Borrowers and
Foreign Guarantors], for all Obligations, including without limitation, those arising from the
operation of this Section.



               2.4.7 Records of Swing Loans in Optional Currencies.
Each Swing Loan Lender which agrees in its discretion hereunder to provide Swing Loans in
Optional Currencies to the Borrowers shall provide the Administrative Agent with (i) written notice
on the same Business Day of the advancing, repayment or prepayment of each such Swing Loan,
specifying the amount so advanced, repaid or prepaid, (ii) immediately upon execution thereof,
copies of each applicable Swing Loan Note, and (iii) promptly upon request, such other information
as the Administrative Agent may request from time to time with respect to Swing Loans in Optional
Currencies.



     2.5  Letter of Credit Subfacility.



               2.5.1 Issuance of Letters of Credit.
The Borrowers may at any time prior to the Expiration Date request the issuance of a standby
letter of credit or Commercial Letter of Credit (each a “Letter of Credit”) which may be
denominated in either Dollars or an Optional Currency on behalf of themselves, another Loan Party
or another Subsidiary of the Company, or the amendment or extension of an existing Letter of
Credit, by delivering or having such other Loan Party deliver to the Issuing Lender (with a copy to
the Administrative Agent) a completed application and agreement for letters of credit, or request
for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from
time to time by no later than 10:00 a.m. at least two (2) Business Days, or such shorter period as
may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly
after receipt of any letter of credit application, the Issuing Lender shall confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy
of such Letter of Credit application and if not, such Issuing Lender will provide Administrative
Agent with a copy thereof. All letters of credit which are identified on Schedule 2.5.1 hereto,
which shall consist of all letters of credit issued under the Prior Senior Credit Facility which
are outstanding on the Closing Date, shall be deemed to have been issued under this Agreement.
Unless the Issuing Lender has received notice from any Lender, Administrative Agent or any Loan
Party, at least one day prior to the requested date of issuance, amendment or extension of the
applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of
Lending and



44









 







Issuance of Letters of Credit] is not satisfied, then, subject to the terms and
conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section
2.4.6, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit
or agree to such amendment or extension, provided that each Letter of Credit shall (A) have
a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire
later than the Expiration Date and provided further that in no event shall (i) the Dollar
Equivalent of Letter of Credit Obligations exceed, at any one time, $25,000,000 (the “Letter of
Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving
Credit Commitments. Each request by the Borrowers for the issuance, amendment or extension of a
Letter of Credit shall be deemed to be a representation by the Borrowers that they shall be in
compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of
Letters of Credit] after giving effect to the requested issuance, amendment or extension of such
Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrowers
and Administrative Agent a true and complete copy of such Letter of Credit or amendment.



     Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any
Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing
Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender to
eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood
that the Issuing Lender would consider the Borrowers or the Defaulting Lender providing cash
collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the
Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).



               2.5.2 Letter of Credit Fees.



               The Borrowers shall pay (i) to the Administrative Agent for the ratable account of the Lenders
a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate, and (ii) to
the Issuing Lender for its own account a fronting fee equal to .125% per annum (in each case
computed on the basis of a year of 360 days and actual days elapsed), which fees shall be
computed on the Dollar Equivalent daily average Letter of Credit Obligations and shall be
payable quarterly in arrears on each Payment Date following issuance of each Letter of Credit. The
Borrowers shall also pay to the Issuing Lender for the Issuing Lender’s sole account the Issuing
Lender’s then in effect customary fees and administrative expenses payable with respect to the
Letters of Credit as the Issuing Lender may generally charge or incur from time to time in
connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit.



               2.5.3 Disbursements, Reimbursement.
Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation
in such Letter of Credit and each drawing thereunder in a Dollar Equivalent amount equal to such
Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and
the amount of such drawing, respectively.



                    2.5.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary
or transferee thereof, the Issuing Lender will promptly notify the Borrowers and the Administrative
Agent thereof. Provided that it shall have received such notice, the Borrowers shall reimburse
(such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement
Obligation”) the Issuing Lender prior to 12:00



45









 







noon on each date that an amount is paid by the
Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the
Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by
the Issuing Lender, in the same currency as paid, unless otherwise required by the Administrative
Agent. In the event the Borrowers fail to reimburse the Issuing Lender (through the Administrative
Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing
Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrowers shall be
deemed to have requested that Revolving Credit Loans be made in an Equivalent Amount of such
Reimbursement Obligations by the Lenders in Dollars under the Base Rate Option to be disbursed on
the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of
the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan
or Letter of Credit] other than any notice requirements. The Borrowers’ failure to reimburse the
Issuing Lender pursuant to the foregoing sentence shall not constitute an Event of Default so long
as the amount of the unutilized portion of the Revolving Credit Commitment is sufficient to
reimburse the Issuing Lender and the other conditions set forth in Section 7.2 [Each Loan or
Letter of Credit] other than any notice requirements are satisfied. Any notice given by the
Administrative Agent or Issuing Lender pursuant to this Section 2.5.3.1 may be oral if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.



                    2.5.3.2 Each Lender shall upon any notice pursuant to Section 2.5.3.1 make available to the
Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately
available funds equal to its Ratable Share of the Dollar Equivalent amount of the drawing,
whereupon the participating Lenders shall (subject to Section 2.5.3 [Disbursement; Reimbursement])
each be deemed to have made a Revolving Credit Loan in Dollars under the Base Rate Option to the
Borrowers in that amount. If any Lender so notified fails to make available to the Administrative
Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such
amount by no later than 2:00 p.m. on the
Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment,
from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum
equal to the Federal Funds Effective Rate (or, for any payment in an Optional Currency, the
Overnight Rate) during the first three (3) days following the Drawing Date and (ii) at a rate per
annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and
after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender
will promptly give notice (as described in Section 2.5.3.1 above) of the occurrence of the Drawing
Date, but failure of the Administrative Agent or the Issuing Lender to give any such notice on the
Drawing Date or in sufficient time to enable any Lender to effect such payment on such Drawing Date
shall not relieve such Lender from its obligation under this Section 2.5.3.2.



                    2.5.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans in Dollars under the Base Rate Option to the Borrowers in whole or in part as contemplated by
Section 2.5.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section
7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason,
the Borrowers shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter
of Credit Borrowing”) in Dollars in the amount of such drawing. Such Letter of Credit Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the rate per
annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment
to the Administrative Agent for the



46









 







account of the Issuing Lender pursuant to Section 2.5.3
[Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in
such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction
of its participation obligation under this Section 2.5.3.



               2.5.4 Repayment of Participation Advances.



                    2.5.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the
Issuing Lender of immediately available funds from the Borrowers (i) in reimbursement of any
payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has
made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a
payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on
behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the
Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the
Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable
Share of such funds of any Lender that did not make a Participation Advance in respect of such
payment by the Issuing Lender.



                    2.5.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to
a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any
portion of any payment made by any Loan Party to the Administrative Agent for the account of the
Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of
Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of
its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from
the date such demand is made to the date such amounts are returned by such Lender to the
Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate (or, for any
payment in an Optional Currency, the Overnight Rate) in effect from time to time.



               2.5.5 Documentation.
Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and
agreement for letters of credit and the Issuing Lender’s written regulations and customary
practices relating to letters of credit, though such interpretation may be different from such Loan
Party’s own. In the event of a conflict between such application or agreement and this Agreement,
this Agreement shall govern. It is understood and agreed that, except in the case of gross
negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence
and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or
those contained in the Letters of Credit or any modifications, amendments or supplements thereto.



               2.5.6 Determinations to Honor Drawing Requests.
In determining whether to honor any request for drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been delivered and that
they comply on their face with the requirements of such Letter of Credit.



               2.5.7 Nature of Participation and Reimbursement Obligations.
Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans
or Participation Advances, as contemplated by Section 2.5.3 [Disbursements, Reimbursement], as a




47











 




result of a drawing under a Letter of Credit, and the Obligations of the Borrowers to
reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.5.7
under all circumstances, including the following circumstances:




          (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against the Issuing Lender or any of its Affiliates, the Borrowers or any other Person for any
reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its
Affiliates, any Lender or any other Person for any reason whatsoever;




          (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter
of Credit Borrowing, with the conditions set forth in Section 2.1 [Revolving Credit Commitments],
Section 2.3 [Revolving Credit Loan Requests; Swing Loan Requests], Section 2.4 [Making Revolving
Credit Loans and Swing Loans; Etc.] or Section 7.2 [Each Loan or Letter of Credit] or as otherwise
set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that
such conditions are not required for the making of a Letter of Credit Borrowing and the obligation
of the Lenders to make Participation Advances under Section 2.5.3 [Disbursements, Reimbursement];




          (iii) any lack of validity or enforceability of any Letter of Credit;




          (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender
against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment,
counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any
time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of
Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the
Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction (including any
underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary
for which any Letter of Credit was procured);




          (v) the lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy,
enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or provision of services
relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates
has been notified thereof;




          (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit;




          (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit,
or any other Person having a role in any transaction or obligation relating to a Letter of Credit,
or the existence, nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;





48









 








          (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of
Credit in the form requested by any Loan Party, unless the Issuing Lender has received written
notice from such Loan Party of such failure within three Business Days after the Issuing
Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of
Credit and such error is material and no drawing has been made thereon prior to receipt of such
notice;




          (ix) any adverse change in the business, operations, properties, assets, condition (financial
or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;




          (x) any breach of this Agreement or any other Loan Document by any party thereto;




          (xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;




          (xii) the fact that an Event of Default or a Potential Default shall have occurred and be
continuing;




          (xiii) the fact that the Expiration Date shall have passed or this Agreement or the
Commitments hereunder shall have been terminated; and




          (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.




               2.5.8 Indemnity. Each Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender
and any of its Affiliates that has issued a Letter of Credit from and against any and all claims,
demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing
Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of
the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful
misconduct of the Issuing Lender as determined by a final non-appealable judgment of a court of
competent jurisdiction or (B) the wrongful dishonor by the Issuing Lender or any of Issuing
Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto government or Official Body.



               2.5.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by,
the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, the Issuing Lender shall not be responsible for any of the following, including any
losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for an issuance of any such Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit



49









 







or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be
transferred, to comply fully with
any conditions required in order to draw upon such Letter of Credit or any other claim of any
Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond
the control of the Issuing Lender or its Affiliates, as applicable, including any act or omission
of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any
of the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence
or willful misconduct in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any
Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or
expenses (including without limitation attorneys’ fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit.



          Without limiting the generality of the foregoing, the Issuing Lender and each of its
Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a
Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face
substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was
pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise,
and shall be entitled to reimbursement to the same extent as if such presentation had initially
been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising negotiation or payment,
upon receipt of such statement (even if such statement indicates that a draft or other document is
being delivered separately), and shall not be liable for any failure of any such draft or other
document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any
paying or negotiating bank claiming that it rightfully honored under the laws or practices of the
place where such bank is located; and (vi) may settle or adjust any claim or demand made on the
Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request
to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar
document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is
the subject of such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such Letter of Credit.




          In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting
liability to the Borrowers or any Lender.





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               2.5.10 Issuing Lender Reporting Requirements. Any Issuing Lender other than PNC shall, on the first Business Day of each month, provide to
Administrative Agent and Borrowers a schedule of the Letters of Credit issued by it, in form and
substance satisfactory to
Administrative Agent, showing the date of issuance of each Letter of Credit, the account party (if
applicable), the original face amount (if any) and the expiration date of any Letter of Credit of
such Lender outstanding at any time during the preceding month, and any other information relating
to such Letters of Credit that the Administrative Agent may request.



               2.5.11 Cash Collateral. Upon the request of Administrative Agent, (i) if any Issuing Lender has honored any full or
partial drawing request under any Letter of Credit and such drawing has resulted in a Letter of
Credit Borrowing which has not been repaid by the Borrowers in accordance with Section 2.5.3.3
[Disbursements, Reimbursement], or (ii) if, on the Expiration Date, any Letter of Credit Obligation
for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize
the then outstanding amount of all Letter of Credit Obligations. Each Borrower hereby grants to
Administrative Agent, for the benefit of each Issuing Lender and the Lenders, a security interest
in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.



     2.6 Utilization of Commitments in Optional Currencies.



               2.6.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and
Letters of Credit Outstanding; Repayment in Same Currency.
For purposes of determining utilization of the Revolving Credit Commitments, the Administrative
Agent will determine the Dollar Equivalent amount of (i) proposed Letters of Credit to be
denominated in an Optional Currency as of the requested Borrowing Date or date of issuance, as the
case may be, (ii) Letters of Credit Outstanding denominated in an Optional Currency as of the last
Business Day of each month, and (iii) outstanding Revolving Credit Loans denominated in an Optional
Currency as of the end of each Interest Period and, in the case of Swing Loans, as and when the
Administrative Agent determines such computation is necessary (each such date under clauses (i)
through (iii), and any other date on which the Administrative Agent determines it is necessary or
advisable to make such computation, in its sole discretion, is referred to as a “Computation
Date”). Unless otherwise provided in this Agreement, each Loan and Reimbursement Obligation shall
be repaid or prepaid in the same currency in which the Loan or Reimbursement Obligation was made.



               2.6.2 Notices From Lenders That Optional Currencies Are Unavailable to Fund New
Loans.
The Lenders shall be under no obligation to make the Revolving Credit Loans requested by the
Borrowers which are denominated in an Optional Currency if any Lender notifies the Administrative
Agent by 5:00 p.m. four (4) Business Days prior to the Borrowing Date for such Revolving Credit
Loans that such Lender cannot provide its Revolving Credit Ratable Share of such Revolving Credit
Loans in such Optional Currency. In the event the Administrative Agent timely receives a notice
from a Lender pursuant to the preceding sentence, the Administrative Agent will notify the
Borrowers no later than 12:00 noon three (3) Business Days prior to the Borrowing Date for such
Revolving Credit Loans that the Optional Currency is not then available for such Revolving Credit
Loans, and the Administrative Agent shall promptly thereafter notify the Lenders of the same and
the Lenders shall not make such Revolving Credit Loans requested by the Borrowers under their Loan
Request. The Lenders shall also be under no obligation to make the Revolving Credit Loans
requested by the Borrowers to be denominated in an Optional Currency if the aggregate amount of
Revolving Credit Loans (i) in such Optional



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Currency, taking into account such requested Revolving
Credit Loans and all other Revolving Credit Loans then outstanding in such Optional Currency, would
exceed the individual Optional Currency Sublimit applicable to such requested Optional Currency, or
(ii) in all Optional Currencies, taking into account such requested Revolving Credit Loans and all other Revolving
Credit Loans then outstanding in all Optional Currencies, would exceed the aggregate Optional
Currency Sublimit applicable to all Optional Currencies.



               2.6.3 Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of
the Euro-Rate Option.
If the Borrowers deliver a Loan Request requesting that the Lenders renew the Euro-Rate Option
with respect to an outstanding Borrowing Tranche of Revolving Credit Loans denominated in an
Optional Currency, the Lenders shall be under no obligation to renew such Euro-Rate Option if any
Lender delivers to the Administrative Agent a notice by 5:00 p.m. four (4) Business Days prior to
the effective date of such renewal that such Lender cannot continue to provide Revolving Credit
Loans in such Optional Currency. In the event the Administrative Agent timely receives a notice
from a Lender pursuant to the preceding sentence, the Administrative Agent will notify the
Borrowers no later than 12:00 noon three (3) Business Days prior to the renewal date that the
renewal of such Revolving Credit Loans in such Optional Currency is not then available, and the
Administrative Agent shall promptly thereafter notify the Lenders of the same. If the
Administrative Agent shall have so notified the Borrowers that any such continuation of such
Revolving Credit Loans in such Optional Currency is not then available, any notice of renewal with
respect thereto shall be deemed withdrawn, and such Loans shall be redenominated into Loans in
Dollars at the Base Rate Option or Euro-Rate Option, at the Company’s option on behalf of the
Borrowers (subject, in the case of the Euro-Rate Option, to compliance with Section 2.4 [Making
Revolving Credit Loans, Etc.] and Section 4.1 [Interest Rate Options]), with effect from the last
day of the Interest Period with respect to any such Loans. The Administrative Agent will promptly
notify the Borrowers and the Lenders of any such redenomination, and in such notice, the
Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated
Revolving Credit Loans in an Optional Currency as of the applicable Computation Date with respect
thereto and such Lender’s Revolving Credit Ratable Share thereof.



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               2.6.4 European Monetary Union.



                    2.6.4.1 Payments In Euros Under Certain Circumstances. If (i) any Optional Currency
ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any
Optional Currency and the Euro are at the same time recognized by any governmental authority of the
nation issuing such currency as lawful currency of such nation and the Administrative Agent or the
Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable
hereunder by any party hereto in such Optional Currency shall instead by payable in the Euro and
the amount so payable shall be determined by translating the amount payable in such Optional
Currency to the Euro at the exchange rate established by that nation for the purpose of
implementing the replacement of the relevant Optional Currency by the Euro (and the provisions
governing payments in Optional Currencies in this Agreement shall apply to such payment in the Euro
as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of
the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable
hereunder in any Optional Currency will, except as otherwise provided herein, continue to be
payable only in that currency.



                    2.6.4.2 Additional Compensation Under Certain Circumstances. The Borrowers agree, at
the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in
return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as
a result of the replacement of any Optional Currency by the Euro
and that would not have been incurred or sustained but for the transactions provided for
herein. A certificate of any Lender setting forth such Lender’s determination of the amount or
amounts necessary to compensate such Lender shall be delivered to the Borrowers and shall be
conclusive absent manifest error so long as such determination is made on a reasonable basis. The
Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.



               2.6.5 Requests for Additional Optional Currencies.
The Borrowers may deliver to the Administrative Agent a written request that Revolving Credit
Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in
addition to the currencies specified in the definition of “Optional Currency” herein,
provided that such currency must be freely traded in the offshore interbank foreign
exchange markets, freely transferable, freely convertible into Dollars and available to the Lenders
in the Relevant Interbank Market. The Administrative Agent will promptly notify the Lenders of any
such request promptly after the Administrative Agent receives such request. The Administrative
Agent will promptly notify the Borrowers of the acceptance or rejection by the Administrative Agent
and each of the Lenders of the Borrowers’ request. The requested currency shall be approved as an
Optional Currency hereunder only if the Administrative Agent and all of the Lenders approve of the
Borrowers’ request.



     2.7 Provisions Applicable to All Loans.



               2.7.1 Notes.
The Obligation of the Borrowers to repay the aggregate unpaid principal amount of the
Revolving Credit Loans and Swing Loans made to them by each Lender, together with interest thereon,
shall be evidenced by a revolving credit Note and Swing Loan Notes dated as of the Closing Date
(or, if later, the date such Lender becomes a Lender or Swing Loan Lender, as the case may be,
hereunder in accordance with this Agreement), payable to the order of such Lender in a face amount
equal to the Revolving Credit Commitment or



53









 







Swing Loan Commitment, as applicable, of such Lender.
Upon request to the Administrative Agent made prior to the Closing Date (or, if later, the date
such Lender becomes a Lender or a Swing Loan Lender, as the case may be, hereunder in accordance
with this Agreement), any Lender may elect to evidence the aggregate unpaid principal amount of
all Revolving Credit Loans and Swing Loans made by it through the maintenance in the ordinary
course of business of accounts or records, which accounts or records shall be available to the
Administrative Agent to review promptly upon request, in lieu of receipt of original Notes. In the
event of any conflict between the accounts and records maintained by any Lender and the accounts
and records of the Administrative Agent with respect to such matters, the accounts and records of
the Administrative Agent shall control absent manifest error.



               2.7.2 Use of Proceeds.
The proceeds of Revolving Credit Loans shall be used for repaying in full and terminating the
Prior Senior Credit Facility and financing working capital, permitted capital expenditures,
Permitted Acquisitions, the redemption, purchase or repurchase of 2015 Senior Notes and/or 2027
Convertible Notes and general corporate purposes (including the payment of fees and expenses
related to foregoing permitted purposes).



               2.7.3 Commitment Fees.
Accruing from the date hereof until the Expiration Date, the Borrowers agree to pay in Dollars
to the Administrative Agent for the account of each Lender, a nonrefundable commitment fee (the
“Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of
360 days and actual days
elapsed) multiplied by the average daily difference between the amount of (i) such Lender’s
Revolving Credit Commitment and (ii) such Lender’s Ratable Share of the Revolving Facility Usage
(except that for purposes of this computation, each Swing Loan Lender’s Swing Loans shall be deemed
to be borrowed amounts under its Revolving Credit Commitment and not under the Revolving Credit
Commitments of the other Lenders); provided, however, that any Commitment Fee
accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period
prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be
payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent
that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such
time; and provided further that no Commitment Fee shall accrue with respect to the
Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be
payable in arrears on each Payment Date.



               2.7.4 Joint and Several Obligations.
Subject to any limitations expressly set forth in Section 11.14 [Foreign Borrowers and
Guarantors] with respect to Foreign Borrowers and in any Guaranty Agreement of any Foreign
Guarantor with respect to Foreign Guarantors, all Obligations of the Borrowers and the Guarantors
are joint and several.



3.  RESERVED




4.  INTEREST RATES



     4.1 Interest Rate Options. The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the
Loans as selected by them from the Base Rate Option or Euro-Rate Option set forth below applicable
to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers
may select different Interest Rate Options and different Interest Periods to apply simultaneously
to the Loans comprising different Borrowing



54









 







Tranches and may convert to or renew one or more
Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing
Tranche; provided that there shall not be at any one time outstanding more than twelve (12)
Borrowing Tranches in the aggregate among all of the Loans and provided further that if an
Event of Default exists and is continuing, the Borrowers may not request, convert to, or renew the
Euro-Rate Option for any Loans and all existing Borrowing Tranches bearing interest under the
Euro-Rate Option shall be converted as their Interest Periods expire to the Base Rate Option. If
at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s
highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s
highest lawful rate. Interest on the principal amount of each Loan made in an Optional Currency
shall be paid by the Borrowers in such Optional Currency.



               4.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate.
Subject to Section 4.3 [Interest During Event of Default], the Borrowers shall have the right
to select from the following Interest Rate Options applicable to the Revolving Credit Loans except
that no Loan to which a Base Rate shall apply may be made in an Optional Currency:



          (i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base
Rate plus the Applicable Margin, such interest rate to change automatically from time to
time effective as of the effective date of each change in the Base Rate; or




          (ii) Revolving Credit Euro-Rate Option: A rate per annum (computed on the basis of a
year of 360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable
Margin; provided, however, that in the case of a Revolving Credit Loan which is
denominated in Canadian dollars, such rate per annum shall be calculated on the basis of a 365 day
year.




          (iii) Swing Loans: Swing Loans shall bear interest at a rate per annum (computed on
the basis of a year of 360 days and actual days elapsed) equal to Daily Euro-Rate plus the
Applicable Margin with respect to Loans bearing interest at the Euro-Rate Option; provided,
however, that Swing Loans in Optional Currencies may, if necessary, bear interest based on an
alternative daily floating rate of interest agreed among the applicable Swing Loan Lenders and
Borrowers.




               4.1.2 Rate Quotations.
The Borrowers may call the Administrative Agent on or before the date on which a Loan Request
is to be delivered to receive an indication of the rates then in effect, but it is acknowledged
that such projection shall not be binding on the Administrative Agent or the Lenders nor affect the
rate of interest which thereafter is actually in effect when the election is made.



     4.2 Interest Periods.
At any time when the Borrowers shall select, convert to or renew a Euro-Rate Option, the
Borrowers shall notify the Administrative Agent thereof at least four (4) Business Days prior to
the effective date of such Interest Rate Option, with respect to a Loan in an Optional Currency,
and, in all other cases, three (3) Business Days prior to the effective date of such Euro-Rate
Option by delivering a Loan Request. The notice shall specify an Interest Period during which such
Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions
shall apply to any selection of, renewal of, or conversion to a Euro-Rate Option:



55









 





               4.2.1 Amount of Borrowing Tranche.
Each Borrowing Tranche of Loans under the Euro-Rate Option shall be in integral multiples of
$500,000 and not less than $1,000,000; and



               4.2.2 Renewals.
In the case of the renewal of a Euro-Rate Option at the end of an Interest Period, the first
day of the new Interest Period shall be the last day of the preceding Interest Period, without
duplication in payment of interest for such day.



     4.3 Interest During Event of Default.
To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, and at the discretion of the Administrative
Agent (or as directed by the Required Lenders in their discretion) effective following notice to
the Borrowers:



               4.3.1 Letter of Credit Fees, Interest Rate.
The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant
to Section 2.5.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively,
shall be increased either: (i) in the case of Letter of Credit Fees, if so directed by the
Required Lenders, by 2.00% per annum; or (ii) in the case of each Loan, by an amount equal to the
sum of (a) the excess, if any, of (x) the highest Applicable Margin set forth in Schedule
1.1(A) [Pricing Grid] with respect to Loans accruing interest based on the Base Rate Option,
over (y) the existing Applicable Margin for such Loan, expressed as a percentage per annum,
plus (b) if so directed by the Required Lenders, 2.00% per annum;



               4.3.2 Other Obligations.
Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum
equal to the sum of the rate of interest applicable under the Base Rate Option plus an
additional 2.00% per annum from the time such Obligation becomes due and payable and until it is
paid in full; and



               4.3.3 Acknowledgment.
The Borrowers acknowledge that the increase in rates referred to in this Section 4.3
reflects, among other things, the fact that such Loans or other amounts have become a substantially
greater risk given their default status and that the Lenders are entitled to additional
compensation for such risk; and all such interest shall be payable by Borrowers upon demand by
Administrative Agent.



     4.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.



               4.4.1 Unascertainable.
If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent
shall have determined that:



          (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or




          (ii) a contingency has occurred which materially and adversely affects the London interbank
eurodollar market or the CDOR Market, the Administrative Agent shall have the rights specified in
Section 4.4.3 [Administrative Agent’s and Lender’s Rights].




               4.4.2 Illegality; Increased Costs; Deposits Not Available.
If at any time any Lender shall have determined that:



56









 





          (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has
been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request or directive of any
such Official Body (whether or not having the force of Law), or




          (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Lender of
the establishment or maintenance of any such Loan, or




          (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars or in
the Optional Currency (as applicable) for the relevant Interest Period for a Loan, or to banks
generally, to which a Euro-Rate Option applies, respectively, are not available to such Lender with
respect to such Loan, or to banks generally, in the interbank eurodollar market,



then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative
Agent’s and Lender’s Rights].




               4.4.3 Administrative Agent’s and Lender’s Rights.
In the case of any event specified in Section 4.4.1 [Unascertainable] above, the
Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the
case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available]
above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Lenders and the Borrowers. Upon
such date as shall be specified in such notice (which shall not be earlier than the date such
notice is given), the
obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent,
or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowers to
select, convert to or renew a Euro-Rate Option or select on Optional Currency (as applicable) shall
be suspended until the Administrative Agent shall have later notified the Borrowers, or such Lender
shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s,
as the case may be, determination that the circumstances giving rise to such previous determination
no longer exist. If at any time the Administrative Agent makes a determination under Section
4.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent of
their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option
has not yet gone into effect, such notification shall be deemed to provide for selection of,
conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans.
If any Lender notifies the Administrative Agent of a determination under Section 4.4.2
[Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the
Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of the Lender
to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable,
convert such Loan to the Base Rate Option otherwise available with respect to such Loan, or select
a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.6
[Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such
Loan shall automatically be converted to the Base Rate Option otherwise available with respect to
such Loan upon such specified date.



     4.5 Selection of Interest Rate Options.
If the Borrowers fail to select a new Interest Period or Optional Currency to apply to any
Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of an existing Interest
Period applicable to such Borrowing Tranche in



57









 







accordance with the provisions of Section 4.2
[Interest Periods], the Borrowers shall be deemed to have converted such Borrowing Tranche to the
Base Rate Option, commencing upon the last day of the existing Interest Period.



     4.6 Interest Act (Canada) Disclosure.
For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest
or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a
360-day year or any other period less than a full year, the yearly rate of interest to which the
rate used in such calculation is equivalent is the rate so used multiplied by the actual number of
days in the calendar year in which the same is to be ascertained and divided by 360 or the number
of days in such other period, as applicable. The rates of interest under this Agreement are
nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest
does not apply to any interest calculation under this Agreement.



     4.7 Canadian Usury Provision.
If any provision of this Agreement would oblige a Canadian Borrower to make any payment of
interest or other amount payable to any Lender in an amount or calculated at a rate which would be
prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate”
(as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such
provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable
law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to
be effected, to the extent necessary (but only to the extent necessary), as follows:



          (i) first, by reducing the amount or rate of interest; and




          (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other
amounts required to be paid which would constitute interest for purposes of section 347 of the
Criminal Code (Canada).




     4.8 Minimum Interest Clause for Swiss Borrowers.
The rates of interest provided for in this Agreement, insofar as they relate to the Swiss
Tranche, are minimum interest rates. When entering into this Agreement, the parties have assumed
that the interest payable by Swiss Borrowers at the rates set out in this Section or in other
Sections of this Agreement is not and will not become subject to Swiss Withholding Tax.



     Notwithstanding that the parties hereto do not anticipate that any payment of interest will be
subject to Swiss Withholding Tax, such parties agree that, in the event that (a) Swiss Withholding
Tax is imposed on interest payments by any Swiss Borrower and (b) such Swiss Borrower is unable,
solely by reason of the Swiss Withholding Tax Act, to comply with Section 5.9.1 [Payments Free of
Taxes], then



          (i) the applicable interest rate in relation to that interest payment shall be (A) the
interest rate which would have applied to that interest payment as provided for in Section 4.1
[Interest Rate Options] divided by (B) 1 minus the rate at which the relevant Tax deduction is
required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where
the rate at which the relevant Tax deduction is required to be made is for this purpose expressed
as a fraction of 1); and





58









 








          (ii) the Swiss Borrower shall (A) pay the relevant interest at the adjusted rate in accordance
with paragraph (i) above, (B) make the Tax deduction on the interest so recalculated and (C) all
references to a rate of interest under the Agreement shall be construed accordingly.




     To the extent that interest payable by a Swiss Borrower under this Agreement becomes subject
to Swiss Withholding Tax, at the Borrowers’ expense, the Parties shall promptly cooperate in
completing any procedural formalities (including submitting forms and documents required by the
appropriate Tax authority) to the extent possible and necessary for the specific Swiss Borrower to
obtain the tax ruling from Swiss Federal Tax Administration.



     All the other provisions of Section 5.9 [Taxes] shall otherwise apply except for the gross-up
requirement provided for under Section 5.9.1 [Payments Free of Taxes].



5.  PAYMENTS




     5.1 Payments.
All payments and prepayments to be made in respect of principal, interest, Commitment Fees,
Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers
hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and
without set-off, counterclaim or other deduction of any nature, and an action therefor shall
immediately accrue. Such payments shall be made to the Administrative Agent at the Principal
Office for the account of the Swing Loan Lenders with respect to the Swing Loans and for the
ratable accounts of the Lenders with respect to the Revolving Credit Loans in Dollars (unless
otherwise provided herein) and in immediately
available funds, and the Administrative Agent shall promptly distribute such amounts to the
Lenders in immediately available funds; provided that in the event payments are received by
11:00 a.m. by the Administrative Agent with respect to the Loans and such payments are not
distributed to the Lenders on the same day received by the Administrative Agent, the Administrative
Agent shall pay the Lenders the Federal Funds Effective Rate in the case of Loans or other amounts
due in Dollars, or the Overnight Rate in the case of Loans or other amounts due in an Optional
Currency, with respect to the amount of such payments for each day held by the Administrative Agent
and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of
account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as
the statement of the amount of principal of and interest on the Loans and other amounts owing under
this Agreement and shall be deemed an “account stated.”



     5.2 Pro Rata Treatment of Lenders.
Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its
Ratable Share, and each selection of, conversion to, or renewal of, any Interest Rate Option and
each payment or prepayment by the Borrowers with respect to principal, interest, Commitment Fees,
Letter of Credit Fees, or other fees (except for the Administrative Agent’s Fee and the Issuing
Lender’s fronting fee) or amounts due from the Borrowers hereunder to the Lenders with respect to
the Commitments and Loans, shall (except as otherwise may be provided with respect to a Defaulting
Lender and except as provided in Section 4.3 [Administrative Agent’s and Lender’s Rights] in the
case of an event specified in Section 4.4 [Euro-Rate Unascertainable; Etc.], Section 5.6.2
[Replacement of a Lender] or Section 5.8 [Increased Costs]) be payable ratably among the Lenders
entitled to such payment in accordance with the amount of principal, interest, Commitment Fees,
Letter of Credit Fees, and other fees or amounts then due or payable to such Lenders as set forth
in this Agreement.



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Notwithstanding any of the foregoing, each borrowing or payment or prepayment
by the Borrowers of principal, interest, fees or other amounts due from the Borrowers solely with
respect to Swing Loans shall be made by or to the Swing Loan Lenders according to Section 2.4.5
[Borrowings to Repay Swing Loans].



     5.3 Sharing of Payments by Lenders.
If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by
receipt of voluntary payment, by realization upon security, or by any other non-pro rata source,
obtain payment in respect of any principal of or interest on any of its Loans or other obligations
hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
its Loans and accrued interest thereon or other such obligations greater than its pro rata share of
the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall
(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and such other obligations of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:



          (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, together with interest or other amounts, if any, required by Law
(including court order) to be paid by the Lender or the holder making such purchase; and




          (ii) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment
made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents
or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or Participation Advances to any assignee or participant, other
than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section 5.3
shall apply).




          Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of each Loan Party in the
amount of such participation.




          Any Lender that fails at any time to comply with the provisions of this Section 5.3 shall be
deemed a Defaulting Lender until such time as it performs its obligations hereunder and is not
otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of or relating to
outstanding Loans, Letters of Credit, interest, fees or otherwise, to the remaining non-defaulting
Lenders for application to, and reduction of, their respective Ratable Share of all outstanding
Loans and other unpaid
Obligations of any of the Loan Parties. The Defaulting Lender hereby
authorizes the Administrative Agent to distribute such payments to the non-defaulting Lenders in
proportion to their respective Ratable Share of all outstanding Loans and other unpaid Obligations
of any of the Loan Parties to which such Lenders are entitled. A Defaulting Lender shall be deemed
to have satisfied the provisions of this Section 5.3 when and if, as a result of application of
the assigned payments to all outstanding Loans and other unpaid





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Obligations of any of the Loan
Parties to the non-defaulting Lenders, the Lenders’ respective Ratable Share of all outstanding
Loans and unpaid Obligations have returned to those in effect immediately prior to such violation
of this Section 5.3.




     5.4 Presumptions by Administrative Agent.
Unless the Administrative Agent shall have received notice from the Borrowers prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent
may assume that the Borrowers have made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may
be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each
of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing
Lender, with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate (or, for payments in an Optional Currency, the Overnight Rate) and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.



     5.5 Interest Payment Dates.
Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on
each Payment Date. Interest on Loans to which the Euro-Rate Option applies shall be due and
payable on the last day of each Interest Period for those Loans and, if such Interest Period is
longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory
prepayments of principal under Section 5.7 [Mandatory
Prepayments and Related Commitment Reductions] shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Loan or other monetary Obligation
shall be due and payable on demand after such principal amount or other monetary Obligation becomes
due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).



     5.6 Voluntary Prepayments.



               5.6.1 Right to Prepay.
The Borrowers shall have the right at their option from time to time to prepay the Loans in
whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a
Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the
Borrowers desire to prepay any part of the Loans, they shall provide a prepayment notice to the
Administrative Agent by 12:00 p.m. on the date of prepayment of the Revolving Credit Loans, and at
least four (4) Business Days prior to the date of prepayment of any Loans in an Optional Currency,
or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following
information:




     (w) the date, which shall be a Business Day, on which the proposed prepayment
is to be made;




     (x) a statement indicating the application of the prepayment between the
Revolving Credit Loans and Swing Loans;




     (y) a statement indicating the application of the prepayment between Loans to
which the Base Rate Option applies and Loans to which the Euro-Rate Option applies;
and



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     (z) the total principal amount of such prepayment, which shall not be less than
the lesser of (i) the Revolving Facility Usage or $500,000 for any Revolving Credit
Loan or (ii) $100,000 for any Swing Loan.



                    All prepayment notices shall be irrevocable. The principal amount of the Loans for which a
prepayment notice is given, together with interest on such principal amount except with respect to
Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made. Except as provided
in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrowers prepay a Loan but
fail to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment
shall be applied first to Loans to which the Base Rate Option applies, and then to Loans to which
the Euro-Rate Option applies which are not in Optional Currencies, and then to Loans in Optional
Currencies. Any prepayment hereunder shall be subject to the Borrowers’ Obligation to indemnify
the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which
such Loan was made, unless otherwise directed by the Administrative Agent. Revolving Credit Loan
prepayments shall not result in a reduction of the Revolving Credit Commitments unless the
Borrowers have so elected pursuant to Section 2.1.1.3 [Reduction in Revolving Credit Commitments],
or as may otherwise be provided in this Agreement.



               5.6.2 Replacement of a Lender.
In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.],
(ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrowers to pay
any additional amount to any Lender or any Official Body for the account of any Lender pursuant to
Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an
Official Body (other than normal
and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1
[Modifications, Amendments or Waivers], then in any such event the Borrowers may, at their sole
expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:



          (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 11.8 [Successors and Assigns];




          (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts);




          (iii) in the case of any such assignment resulting from a claim for compensation under Section
5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9
[Taxes], such assignment will result in a reduction in such compensation or payments thereafter;
and




          (iv) such assignment does not conflict with applicable Law.





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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to
require such assignment and delegation cease to apply.




     5.7 Mandatory Prepayments and Related Commitment Reductions.



               5.7.1 Sale of Assets.
Within five (5) Business Days of any sale of assets by any Loan Party or any of its
Subsidiaries (other than an Excluded Subsidiary) authorized by clause (viii) of Section 8.2.7
[Dispositions of Assets or Subsidiaries] resulting in Net Cash Proceeds in excess of $15,000,000 in
the aggregate in any fiscal year or any other sale of assets not permitted under Section 8.2.7
[Disposition of Assets or Subsidiaries], if the proceeds are not intended by such Loan Party to be
used within 270 days for the purchase of replacement of assets (or on such 270th day if the Loan
Parties intended to use such proceeds for such replacement but fail to do so within such 270-day
period), the Borrowers shall prepay an aggregate principal amount of Loans (or Dollar Equivalent
thereof, as applicable) equal to 100% of the Net Cash Proceeds of such sale immediately upon
receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth
below in this Section 5.7); provided that at any time the Consolidated Leverage Ratio, as
of the fiscal quarter most recently ended prior to such sale for which a Compliance Certificate has
been delivered pursuant to Section 8.3.3 [Certificate of the Company], is equal to or less than
2.25 to 1.00 and no Event of Default exists, then such prepayment otherwise required as the result
of a sale of assets authorized by Section 8.2.7(viii) shall not be required.



               5.7.2 Debt Issuances.
Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an
Excluded Subsidiary) of any Indebtedness in excess of $15,000,000 in the aggregate in any fiscal
year authorized by Section 8.2.1(x) or any other incurrence or issuance of Indebtedness by any Loan
Party or any of its Subsidiaries not permitted to be incurred or issued in accordance with Section
8.2.1 [Indebtedness], the Borrowers shall prepay an aggregate principal amount of Loans (or Dollar
Equivalent thereof, as applicable) equal to 100% of all Net Cash Proceeds received therefrom
immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be
applied as set forth below in this Section 5.7); provided that if the Consolidated
Leverage Ratio, as of the fiscal quarter most recently ended prior to such issuance for which a
Compliance Certificate has been delivered pursuant to Section 8.3.3 [Certificate of the Company],
is equal to or less than 2.25 to 1.00 and no Event of Default exists, then such prepayment
otherwise required as the result of the incurrence or issuance of any Indebtedness authorized by
Section 8.2.1(x) shall not be required.



               5.7.3 Equity Issuances.
Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity Interests
(other than sales or issuances expressly permitted to be consummated in accordance with Section
8.2.12 [Issuance of Stock]), the Borrowers shall prepay an aggregate principal amount of Loans (or
Dollar Equivalent thereof, as applicable) equal to 50% of all Net Cash Proceeds received therefrom
immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be
applied as set forth below in this Section 5.7); provided that if the Consolidated
Leverage Ratio, as of the fiscal quarter most recently ended prior to such issuance for which a
Compliance Certificate has been delivered pursuant to Section 8.3.3 [Certificate of the Company],
is equal to or less than 2.25 to 1.00 and no Event of Default exists, then such prepayment shall
not be required.



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               5.7.4 Material Recovery Events.
Upon the receipt of proceeds of any Material Recovery Event by or paid to or for the account
of any Loan Party or any Subsidiary of a Loan Party, not otherwise described in a preceding section
of this Section 5.7, if the recovered proceeds are not intended by such Loan Party to be used
within 270 days for the repair, replacement or restoration of damaged property or in the case of a
Material Recovery Event consisting of a tax refund, to pay taxes (or on such 270th day if the
Borrowers intended to use such proceeds for such repair, replacement, restoration or payment of
taxes but fail to so use all such proceeds within such 270-day period), the Borrowers shall prepay
an aggregate principal amount of Loans (or Dollar Equivalent thereof, as applicable) equal to 100%
of all Net Cash Proceeds (or such lesser amount as shall not have been used as permitted hereunder
to repair, replace or restore damaged property or payment of taxes) received therefrom immediately
upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set
forth below in this Section 5.7); provided that if the Consolidated Leverage Ratio, as of
the fiscal quarter most recently ended prior to such issuance for which a Compliance Certificate
has been delivered pursuant to Section 8.3.3 [Certificate of the Company], is equal to or less
than 2.25 to 1.00 and no Event of Default exists, then such prepayment shall not be required.



               5.7.5 Currency Fluctuations.
If on any Computation Date, the sum of the Dollar Equivalent Revolving Facility Usage is
greater than the Revolving Credit Commitments (or, in the case of Swing Loans, the sum of the
Dollar Equivalent Swing Loans is greater than any of the limitations thereupon set forth in Section
2.1.2.2 [Swing Loans in Optional Currencies]) as a result of a change in exchange rates between one
(1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the
Borrowers of the same. Subject to Section 2.4.5 [Borrowings to Repay Swing Loans] if applicable
with respect to Swing
Loans, the Borrowers shall pay or prepay the Revolving Credit Loans (subject to Borrowers’
indemnity obligations contained in this Agreement, including, without limitation, under Section
5.8 [Increased Costs], Section 5.9 [Taxes] and Section 5.10 [Indemnity]) within three (3)
Business Days after receiving such notice such that the sum of the Dollar Equivalent Revolving
Facility Usage no longer exceeds the aggregate Revolving Credit Commitments (or, in the case of
Swing Loans, such other limitations thereupon set forth in Section 2.1.2.2 [Swing Loans in Optional
Currencies]).



               5.7.6 Application of Payments.



                    5.7.6.1 Application Among Interest Rates and Currencies. All prepayments required
pursuant to this Section 5.7 shall first be applied among the Interest Rate Options to the
principal amount of the applicable Loans subject to the Base Rate Option, then to Loans denominated
in Dollars and subject to a Euro-Rate Option and then to Loans of Optional Currencies subject to
the Euro-Rate Option, and the Borrowers will be subject to the indemnity obligation set forth in
Section 5.8 [Increased Costs] and Section 5.9 [Taxes]. In accordance with Section 5.10
[Indemnity], each Borrower shall indemnify the Lenders for any loss or expense, including loss of
margin, incurred with respect to any such prepayments applied against Loans subject to a Euro-Rate
Option on any day other than the last day of the applicable Interest Period.



                    5.7.6.2 Application of Prepayments. All prepayments pursuant to this Section 5.7
shall be applied to reduce the Revolving Credit Loans (without a permanent corresponding Revolving
Credit Commitment reduction unless otherwise provided in this Agreement).



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                    5.7.6.3 No Deemed Cure. The payment of any mandatory prepayment as required by this
Section 5.7 shall not be deemed to cure any Event of Default caused under another provision of
this Agreement by the same occurrence which gave rise to the mandatory prepayment obligation under
this Section 5.7.



     5.8 Increased Costs.



               5.8.1 Increased Costs Generally.
If any Change in Law shall:



          (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement reflected in the
Euro-Rate) or the Issuing Lender;




          (ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect
to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under
the Euro-Rate Option made by it, or change the basis of taxation of payments to such Lender or the
Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
5.9 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the Issuing Lender); or




          (iii) impose on any Lender, the Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or any Loan under the Euro-Rate Option made by
such Lender or any Letter of Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan under the Euro-Rate Option (or of maintaining its obligation to make any such
Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the Issuing Lender, the Borrowers will pay to such Lender or the Issuing
Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.




               5.8.2 Capital Requirements.
If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or
the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s
holding company, if any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such
Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the
Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which
such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing
Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with
respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the
Issuing Lender, as the case may be, such additional amount or amounts as will compensate such
Lender or the



65









 







Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such
reduction suffered.



               5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans.
A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary
to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as
specified in Section 5.8.1 [Increased Costs Generally] or Section 5.8.2 [Capital Requirements]
and in reasonable detail the calculations necessary to determine such amount or amounts and
delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such
Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate
within ten (10) days after receipt thereof.



               5.8.4 Delay in Requests.
Failure or delay on the part of any Lender or the Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s
right to demand such compensation, provided that the Borrowers shall not be required to
compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred
or reductions suffered more than six(6) months prior to the date that such Lender or the Issuing
Lender, as the case may be, notifies the Borrowers of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six (6) month period referred to above shall be extended to
include the period of retroactive effect thereof).



     5.9 Taxes.



               5.9.1 Payments Free of Taxes.
Any and all payments by or on account of any obligation of the Borrowers hereunder or under
any other Loan Document shall be made free and clear of and without reduction or withholding for
any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required by
applicable Law to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such
payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section), the Administrative Agent, Lender or Issuing Lender, as
the case may be, receives a net payment equal to the amount it would have received had no such
deductions or withholdings been made, (ii) the Borrowers shall make such deductions and
withholdings and (iii) the Borrowers shall timely pay the full amount deducted to the relevant
Official Body in accordance with applicable Law. For the avoidance of doubt, Borrowers’
obligations hereunder shall apply regardless of whether the Indemnified Taxes or other Taxes are an
obligation of any Borrower or of any Lender. Each Foreign Borrower undertakes to provide the
Administrative Agent, promptly upon request, with such documents as may be reasonably necessary
under any Law or treaty for the availability of any relief from the a foreign jurisdiction
withholding or other applicable tax.



     Each Lender participating in any Loan to a Swiss Borrower represents and warrants as at the
date of this Agreement that it is a Qualifying Bank or, if participating in any Loan as a Permitted
Non-Qualifying Lender, that any information given by it to all Swiss Borrowers to determine whether
they would constitute one (1) person only for the purposes of the Swiss Bank Rules is accurate in
all material respects and each Lender becoming a Lender by assignment or transfer under Section
11.8.2 [Assignments by Lenders] shall represent and warrant as at the



66









 







effective date of such
assignment or transfer that it is a Qualifying Bank by delivery of its Assignment and Assumption
Agreement or, if it is a Permitted Non-Qualifying Lender, that any information given by it to the
Swiss Borrowers to determine compliance with the Swiss Bank Rules is accurate in all material
respects.



               5.9.2 Payment of Other Taxes by the Borrowers.
Without limiting the provisions of Section 5.9.1 [Payments Free of Taxes] above, the
Borrowers shall timely pay any Other Taxes to the relevant Official Body in accordance with
applicable Law.



               5.9.3 Indemnification by the Borrowers.
The Borrowers shall indemnify the Administrative Agent, each Lender and the Issuing Lender,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 5.9) paid by the Administrative Agent, such Lender or the Issuing
Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such
payment or liability delivered to the Borrowers by a Lender or the Issuing Lender (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Lender, shall be conclusive absent manifest error.



               5.9.4 Evidence of Payments.
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers
to an Official Body, the Borrowers shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Official Body evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.



               5.9.5 Status of Lenders.
Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under
the Law of the jurisdiction in which each Borrower is resident for tax purposes, or any treaty to
which such jurisdiction is a party, with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or
times prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable Law as will
permit such payments to be made without withholding or at a reduced rate of withholding.
Notwithstanding the submission of a such documentation claiming a reduced rate of or exemption from
U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal
income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so
under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the
United States Income Tax Regulations. Further, the Administrative Agent is indemnified under §
1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any
Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in
accordance with regulations under § 1441 of the Internal Revenue Code. In addition, any Lender, if
requested by the Borrowers or the Administrative Agent, shall deliver such other documentation
prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative Agent
as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements.



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          If the Administrative Agent, any Lender or the Issuing Lender determines, in good faith and in
its sole discretion, that it has received a refund of any taxes in respect of or calculated with
reference to Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party
or with respect to which a Loan Party has paid additional amounts
pursuant to this Section 5.9, it
shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this
Section 5.9 with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such Lender or the Issuing Lender (including any Taxes imposed with
respect to such refund) as is determined by the Administrative Agent, such Lender or the Issuing
Lender in good faith and in its sole discretion, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund); provided that such
Loan Party, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees
to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such
Lender or the Issuing Lender is required to repay such refund to such Governmental Authority. This
Section shall not be construed to require the Administrative Agent, any Lender or the Issuing
Lender to make available its tax returns (or any other information relating to its Taxes which it
deems confidential) to the Loan Parties or any other Person.




          Without limiting the generality of the foregoing, in the event that any Borrower is resident
for tax purposes in the United States of America, any Foreign Lender shall deliver to the
Borrower and the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is
applicable:




          (i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States of America is a party,




          (ii) two (2) duly completed valid originals of IRS Form W-8ECI,




          (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two (2) duly
completed valid originals of IRS Form W-8BEN,




          (iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable Law to permit the Borrowers to determine the
withholding or deduction required to be made, or




          (v) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to the
Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by
applicable Law demonstrating that such Lender is not a Foreign Lender.





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          If a payment made to a Lender under this Agreement would not be subject (in whole or in part)
to U.S. federal withholding tax imposed by FATCA if such Lender were to comply with the applicable
reporting or disclosure requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Company and Administrative
Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the
Company or Administrative Agent, such documentation or certifications prescribed by applicable Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
or certifications reasonably requested by the Company or Administrative Agent as may be necessary
for the Company or Administrative Agent to comply with its obligations to withhold or report under
FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA, or to
determine the amount (if any) to deduct and withhold from such payment.




               5.9.6 Lender’s Cooperation in Tax Matters.
Promptly upon request by the Administrative Agent, at the Borrowers’ expense, each of the
Lenders agrees to cooperate in completing any procedural formalities necessary for any Loan Party
to obtain authorization to make any payments under this Agreement without any deduction or
withholding for or on account of taxes from a payment under a Loan Document. Each of the Lenders
further agrees to provide such information as any Swiss Borrower may reasonably request from time
to time to determine such Swiss Borrower’s compliance with Swiss Bank Rules.



          Within thirty (30) days after request by any Lender that holds a passport under the HMRC DT
Treaty Passport scheme and which wishes that scheme to apply to this Agreement,
Invacare Limited shall file a duly completed form DTTP-2 in respect of such Lender, with HM
Revenue and Customs and shall promptly provide Lender with a copy of that filing.




     5.10 Indemnity.
In addition to the compensation or payments required by
Section 5.8 [Increased Costs] or
Section 5.9 [Taxes], the Borrowers shall indemnify each Lender against all liabilities, losses or
expenses (including any reasonably calculated loss of any foreign exchange losses and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan,
from fees payable to terminate the deposits from which such funds were obtained or from the
performance of any foreign exchange contract) which such Lender sustains or incurs as a consequence
of any



          (i) payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies
on a day other than the last day of the corresponding Interest Period (whether or not such payment
or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is
then due),




          (ii) attempt by the Borrowers to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.3 [Revolving Credit Loan Requests;
Swing Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under
Section 5.6 [Voluntary Prepayments], or




          (iii) default by the Borrowers in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document, including any failure of the Borrowers to
pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.





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          If any Lender sustains or incurs any such loss or expense, it shall from time to time notify
the Borrowers of the amount determined in good faith by such Lender (which determination may
include such assumptions, allocations of costs and expenses and averaging or attribution methods as
such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or
expense. Such notice shall set forth in reasonable detail the basis for such determination. Such
amount shall be due and payable by the Borrowers to such Lender ten (10) Business Days after such
notice is given.




     5.11 Settlement Date Procedures.
In order to minimize the transfer of funds between the Lenders and the Administrative Agent,
the Borrowers may borrow, repay and reborrow Swing Loans and the Swing Loan Lenders may make Swing
Loans as provided in Section 2.1.2 [Swing Loan Commitments] hereof during the period between
Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the
total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such
Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to the
difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent
shall pay to each Lender its Ratable Share of all payments made by the Borrowers to the
Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall
also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates
for Revolving Credit Loans and on any dates scheduled for mandatory prepayments hereunder, and may
at its option effect settlement on any other Business Day. These settlement procedures are
established solely as a matter of administrative convenience, and nothing contained in this Section
5.11 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on
dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The
Administrative Agent may at any time at its option for any reason whatsoever require each Lender to
pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding
Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay
immediately to such Lender its Ratable Share of all payments made by the Borrowers to the
Administrative Agent with respect to the Revolving Credit Loans.



     5.12 Interbank Market Presumption.
For all purposes of this Agreement and each Note with respect to any aspects of the Euro-Rate,
any Loan under the Euro-Rate Option or any Optional Currency, each Lender and Administrative Agent
shall be presumed to have obtained rates, funding, currencies, deposits, and the like in the
Relevant Interbank Market regardless of whether it did so or not; and, each Lender’s and
Administrative Agent’s determination of amounts payable under, and actions required or authorized
by, Section 5.8 [Increased Costs], Section 5.9
[Taxes] and Section 5.10 [Indemnity] shall be
calculated, at each Lender’s and Administrative Agent’s option, as though each Lender and
Administrative Agent funded each Borrowing Tranche of Loans under the Euro-Rate Option through the
purchase of deposits of the types and maturities corresponding to the deposits used as a reference
in accordance with the terms hereof in determining the Euro-Rate applicable to such Loans, whether
in fact that is the case.



     5.13 Judgment Currency.



               5.13.1 Currency Conversion Procedures for Judgments.
If for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or under a Note in any currency (the “Original Currency”) into another currency (the
“Other Currency”), the parties hereby agree, to the fullest extent permitted by Law, that the rate
of exchange used



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shall be that at which, in accordance with normal banking procedures, each Lender
could purchase the Original Currency with the Other Currency after any premium and costs of
exchange on the Business Day preceding that on which final judgment is given.



               5.13.2 Indemnity in Certain Events.
The obligation of the Borrowers in respect of any sum due from the Borrowers to any Lender
hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment
or otherwise, be discharged only to the extent that, on the Business Day following receipt by any
Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with
normal banking procedures purchase the Original Currency with such Other Currency. If the amount
of the Original Currency so purchased is less than the sum originally due to such Lender in the
Original Currency, the Borrowers agree, as a separate obligation and notwithstanding any such
judgment or payment, to indemnify such Lender against such loss. If the amount of the Original
Currency so purchased is greater than the sum originally due to such Lender in the Original
Currency, such Lender agrees to return the amount of any excess to the Borrowers (or to any other
Person who may be entitled thereto under applicable Law).



     5.14 Parallel Debt (Dutch Law Provisions).



               5.14.1 Corresponding Obligations and relevant US Companies.
In this Section 5.14, “Corresponding Obligations” means any obligation, present or future, to
pay an amount to the Administrative Agent, the Lenders or any one or more of them, under the Loan
Documents (other than the Parallel Debt (as defined below)). In this Section 5.14, “US Company”
means each of Invacare Holdings LLC and Invacare International Corporation.



               5.14.2 Parallel Debt.
Each US Company irrevocably and unconditionally undertakes to pay to the Administrative Agent
an amount equal to the aggregate amount payable by it in respect of its Corresponding Obligations
as they may exist from time to time. The payment undertaking of each US Company to the
Administrative Agent under this clause is referred to as a “Parallel Debt”. Each Parallel Debt
will be payable in the currency or currencies of the relevant Corresponding Obligations.



               5.14.3 Nature of Parallel Debt.
Each Parallel Debt of an US Company:



          (i) will become due and payable upon the Administrative Agent’s first demand, which may be
made at any time on or after the date on which one or more of the Corresponding Obligations of that
US Company become due and payable;




          (ii) constitutes an undertaking, obligation and liability of the relevant US Company to the
Administrative Agent which is separate and independent from, and without prejudice to, the
Corresponding Obligations; and




          (iii) represents the Administrative Agent’s own separate and independent claim to receive
payment of that Parallel Debt from the relevant US Company,



provided that the total amount which may become due under the Parallel Debt of such US
Company under this Section 5.14 will never exceed the total amount which may become due under the
Corresponding Obligations of such US Company.





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               5.14.4 Decrease of Corresponding Obligations / Parallel Debt.



          (i) The total amount due by an US Company as the Parallel Debt under this Section 5.14 will be
decreased to the extent that such US Company has paid any amount to the Administrative Agent, the
Lenders or any one or more of them to reduce such US Company’s outstanding Corresponding
Obligations or the Administrative Agent, the Lenders or any one or more of them otherwise
receive(s) any amount in payment of such Corresponding Obligations (other than by virtue of
subparagraph (ii) below); and




          (ii) to the extent that an US Company has paid any amount to the Administrative Agent under
the Parallel Debt or the Administrative Agent has otherwise received monies in payment of such
Parallel Debt, the total amount due under the Corresponding Obligations will be decreased.




               5.14.5 Creditor of the Parallel Debt.
Any security rights governed by Dutch law granted under the Loan Documents to the
Administrative Agent to secure the Parallel Debt are granted to the Administrative Agent in its
capacity as creditor of the Parallel Debt and shall not be held on trust.



6. REPRESENTATIONS AND WARRANTIES




     6.1 Representations and Warranties.
The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and
each of the Lenders as follows:



               6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title
to Properties; Event of Default.
Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or
limited liability company (or foreign jurisdictional equivalent) duly organized, validly existing
and in good standing (or foreign jurisdictional equivalent) under the laws of its jurisdiction of
organization, (ii) has the lawful power to own or lease its properties and to engage in the
business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in
good standing (or foreign jurisdictional equivalent) in each jurisdiction where such licensing or
qualification is required, except where the failure to so qualify will not result in a Material
Adverse Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement
and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the
Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and
all such actions have been duly authorized by all necessary proceedings on its part, (v) is in
compliance in all material respects with all applicable Laws (other than Environmental Laws which
are specifically addressed in Section 6.1.14 [Environmental Matters] and other regulatory
protections that are addressed in Section 6.1.18 [Other Regulatory Protections]) in all
jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing
business except where the failure to do so would not constitute a Material Adverse Change, and (vi)
has good and, with respect to real property interests, marketable title to or valid leasehold
interest in all material properties, assets and other rights which it purports to own or lease or
which are reflected as owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens. No Event of Default exists or is continuing.



               6.1.2 Subsidiaries and Owners; Investment Companies.
Schedule 6.1.2 states (i) the name of each of the Company’s Subsidiaries, its
jurisdiction of organization and the amount, percentage and type of equity interests in such
Subsidiary and (ii) any options, warrants



72









 







or other rights outstanding to purchase any such equity
interests referred to in clause (i) (collectively, the “Company Equity Interests”). Each of the
Borrowers and each Subsidiary of the Borrowers has good title to all of the Company Equity
Interests it purports to own, free and clear in each case of any Lien and all such Company Equity
Interests been validly issued, fully paid and nonassessable. None of the Loan Parties or
Subsidiaries of any Loan Party is an “investment company” registered or required to be registered
under the Investment Company Act of 1940 or under the “control” of an “investment company” as such
terms are defined in the Investment Company Act of 1940 and shall not become such an “investment
company” or under such “control.” None of the Excluded Subsidiaries is a Material Subsidiary. The
Loan Parties and the Excluded Subsidiaries represent all of the Subsidiaries of the Company.



               6.1.3 Validity and Binding Effect.
This Agreement and each of the other Loan Documents (i) has been duly and validly executed and
delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan
Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency,
examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting
creditors’ rights generally, (b) general principles of equity (regardless of when such
enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good
faith and fair dealing.



               6.1.4 No Conflict; Material Contracts; Consents.
Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan
Party nor the consummation of the transactions herein or therein contemplated or compliance with
the terms
and provisions hereof or thereof by any of them will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate of formation,
limited liability company agreement or other organizational documents of any Loan Party or (ii) any
Law or any Material Contract or instrument or order, writ, judgment, injunction or decree to which
any Loan Party is a party or by which it is bound or to which it is subject, or result in the
creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or
hereafter acquired) of any Loan Party (other than Liens granted under the Loan Documents and other
Permitted Liens). There is no default under any Material Contract which constitutes a Material
Adverse Change, and none of the Loan Parties or their Subsidiaries is bound by any contractual
obligation, or subject to any restriction in any organization document, or any requirement of Law
which constitutes a Material Adverse Change. Except as set forth in Schedule 6.1.4, no
consent, approval, exemption, order or authorization of, or a registration or filing with, any
Official Body or any other Person is required by any Law or any material agreement in connection
with the execution, delivery and carrying out of this Agreement and the other Loan Documents. All
consents set forth on Schedule 6.1.4 shall be obtained prior to the Closing Date.



               6.1.5 Litigation.
There are no actions, suits, proceedings or investigations pending or, to the knowledge of any
Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in
equity before any Official Body which individually or in the aggregate constitutes a Material
Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of
any order, writ, injunction or any decree of any Official Body which constitutes a Material Adverse
Change.



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               6.1.6 Financial Statements.



          (i) Historical Statements. The Company has delivered to the Administrative Agent a
copy of Annual Report on Form 10-K for and as of the end of the fiscal year ended December 31,
2009. In addition, the Company has delivered to the Administrative Agent copies of its Quarterly
Report on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010 (all such annual
and interim statements being collectively referred to as the “Statements”). The Statements were
compiled from the books and records maintained by the Company’s management, are correct and
complete in all material respects and fairly represent the consolidated financial condition of the
Company and its Subsidiaries as of the respective dates thereof and the results of operations for
the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied,
subject (in the case of the interim statements) to normal year-end audit adjustments and footnotes.




          (ii) Accuracy of Financial Statements. Neither the Company nor any Subsidiary of the
Company has any material liabilities, contingent or otherwise, or forward or long-term commitments
that are not disclosed in the Statements or in the notes thereto or in other public releases or
filings, and except as disclosed therein there are no unrealized or anticipated losses from any
commitments of the Company or any Subsidiary of the Company which constitutes a Material Adverse
Change. Since December 31, 2009, no Material Adverse Change has occurred.




               6.1.7 Margin Stock.
None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage
principally, or as one of its important activities, in the
business of extending credit for the purpose, immediately, incidentally or ultimately, of
purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by
the Board of Governors of the Federal Reserve System). No part of the proceeds of any Loan has
been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or
which is inconsistent with the provisions of the regulations of the Board of Governors of the
Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party holds or
intends to hold margin stock in such amounts that more than 25% of the reasonable value of the
assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin
stock.



               6.1.8 Full Disclosure.
Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement
or other documents furnished to the Administrative Agent or any Lender in connection herewith or
therewith, all as supplemented by securities Law filings, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements contained
herein and therein, in light of the circumstances under which they were made, not misleading in any
material respect. There is no fact known to any Loan Party which materially adversely affects the
business, property, assets, financial condition, results of operations of any Loan Party or
Subsidiary of any Loan Party which has not been set forth in this Agreement, in securities Law
filings or in the certificates, statements, agreements or other documents furnished in writing to
the Administrative Agent and the Lenders prior to or at the date hereof in connection with the
transactions contemplated hereby.



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               6.1.9 Taxes.
All foreign, federal and state, and material local, provincial and other tax returns required
to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been
filed, and payment or adequate provision has been made for the payment of all taxes, fees,
assessments and other governmental charges which have or may become due pursuant to said returns or
to assessments received, except (i) to the extent that such taxes, fees, assessments and other
charges are being contested in good faith by appropriate proceedings diligently conducted and for
which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall
have been made or (ii) with respect to any state or local returns which have not been filed, such
reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been
made; provided, further, the failure to file any such return does not constitute a
Material Adverse Change.



               6.1.10 Patents, Trademarks, Copyrights, Licenses, Etc.
Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material
patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises,
permits and rights necessary to own and operate its properties and to carry on its business as
presently conducted and currently planned to be conducted by such Loan Party or Subsidiary, without
known possible, alleged or actual conflict with the rights of others (except where such conflict
would not constitute a Material Adverse Change).



               6.1.11 Liens in the Collateral.
The Liens in the Collateral granted to the Administrative Agent for the benefit of the Lenders
pursuant to the Pledge Agreement, the Security Agreement (and the deposit account control
agreements to be executed in connection therewith) and the Patent, Trademark and Copyright
Security Agreement (collectively, the “Collateral Documents”) constitute and will continue to
constitute (except as expressly
provided otherwise in the Security Agreement) Prior Security Interests in the Collateral.
All filing fees and other expenses in connection with the perfection of such Liens have been or
will be paid by the Borrowers promptly after request by the Administrative Agent.



               6.1.12 Insurance.
The properties of each Loan Party and each of its Subsidiaries are insured pursuant to
policies and other bonds which provide coverage from reputable and financially sound insurers in
amounts sufficient to insure the assets and risks of each such Loan Party and Subsidiary in
accordance with past practice.



               6.1.13 ERISA Compliance.
(i) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other
federal or state Laws, except where the failure to be in compliance would not constitute a Material
Adverse Change. Each Plan that is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS or an application for such a letter is
currently being processed by the IRS with respect thereto and, to the best knowledge of Borrowers,
nothing has occurred which would prevent, or cause the loss of, such qualification, except where
any such loss would not constitute a Material Adverse Change. Each Borrower and each ERISA
Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period pursuant to Section
412 of the Code has been made with respect to any Plan, except where any such failure would not
constitute a Material Adverse Change.



                    (ii) No ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan has
any unfunded pension liability (i.e. excess of benefit liabilities over the



75









 







current value of that
Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension
Plan for the applicable plan year), except where such liability would not constitute a Material
Adverse Change; (b) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA), except where such liability
would not constitute a Material Adverse Change; (c) neither any Borrower nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with
the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections
4201 or 4243 of ERISA with respect to a Multiemployer Plan, except where such liability would not
constitute a Material Adverse Change; and (d) neither any Borrower nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except where
such transaction would not constitute a Material Adverse Change.



               6.1.14 Environmental Matters.
Each Loan Party is and, to the knowledge of each respective Loan Party, and each Subsidiary of
each Loan Party, is and has been in compliance with applicable Environmental Laws except as
disclosed on Schedule 6.1.14; provided that such matters so disclosed would not
constitute a Material Adverse Change.



               6.1.15 Solvency.
The Loan Parties on a consolidated basis are Solvent. After giving effect to the transactions
contemplated by the Loan Documents, including all Indebtedness incurred thereby, the Liens granted
by the Domestic Borrowers in connection therewith and the payment of all fees related thereto, the
Loan Parties will be Solvent, determined on a consolidated basis as of the Closing Date.



               6.1.16 Fraud and Abuse.
Except as could not, individually or in the aggregate, constitute a Material Adverse Change or
result in liability for the Loan Parties in excess of $15,000,000 or result in criminal liability
for any Loan Party, neither any Loan Party and its Subsidiaries nor, to the knowledge of any Chief
Executive Officer, Chief Financial Officer, Treasurer or Compliance Officer of the Company, any of
their officers or directors, have engaged in any activities which are prohibited under federal
Medicare and Medicaid statutes, 42 U.S.C. Section 1320a-7b or 42 U.S.C. Section 1395nn or the
regulations promulgated pursuant to such statutes or related state, local or provincial statutes or
regulations, or which are prohibited by binding rules of professional conduct, including but not
limited to the following: (a) knowingly and willfully making or causing to be made a false
statement or misrepresentation of a material fact in any applications for any benefit or payment;
(b) knowingly and willfully making or causing to be made any false statement or misrepresentation
of a material fact for use in determining rights to any benefit or payment; (c) failing to disclose
knowledge by a claimant of the occurrence of any event affecting the initial or continued right to
any benefit or payment on its own behalf or on behalf of another with the intent to secure such
benefit or payment fraudulently; (d) knowingly and willfully soliciting or receiving any
remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind, or offering to pay such remuneration (i) in return for referring an
individual to a Person for the furnishing or arranging for the furnishing of any item or service
for which payment may be made in whole or in part by Medicare, Medicaid or other applicable third
party payors, or (ii) in return for purchasing, leasing or ordering or arranging for or
recommending the purchasing, leasing or ordering of any good, facility, service, or item for which
payment may be made in whole or in part by Medicare, Medicaid or other applicable third party
payors.



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          Notwithstanding the foregoing, the Loan Parties are aware of, and have disclosed, the
existence of the OIG Investigation. The Loan Parties believe that the programs described in the
subpoena are in compliance with all applicable Laws, except where the failure to be in compliance
would not constitute a Material Adverse Change. The Loan Parties are cooperating fully with the
government inquiry.




               6.1.17 Licensing and Accreditation.
Except as could not, individually or in the aggregate, constitute a Material Adverse Change or
result in liability for the Loan Parties and their Subsidiaries in excess of $15,000,000 or result
in criminal liability for any Loan Party, (a) each of the Loan Parties and their Subsidiaries has,
to the extent applicable: (i) obtained and maintains in good standing all required licenses; and
(ii) to the extent prudent and customary in the industry in which it is engaged, obtained and
maintains accreditation from all generally recognized accrediting agencies; and (b) all such
required licenses and accreditations are in full force and effect on the date hereof and have not
been revoked or suspended or otherwise limited.



               6.1.18 Other Regulatory Protection.
Except for oxygen products, none of the Loan Parties and their Subsidiaries manufactures
pharmaceutical products. Except as set forth on Schedule 6.1.18, none of the Loan Parties
and none of the Subsidiaries of the Loan Parties (a) participates in Medicare or Medicaid as a
provider or supplier, rather, the Loan Parties and their Subsidiaries are manufacturers and sell to
providers for purposes of Medicare, Medicaid and any other Medical Reimbursement Program, (b) is a
party to any Medicare Provider Agreement or Medicaid Provider Agreement, or (c) bills for items or
services to any Medical Reimbursement Program. Each of the Loan Parties and its Subsidiaries is in
compliance with all applicable rules, regulations and other requirements of the Food and Drug
Administration (“FDA”), the Federal Trade Commission (“FTC”), the Occupational Safety and
Health Administration (“OSHA”), the Consumer Product Safety Commission, the United States Customs
Service and the United States Postal Service and other state or federal regulatory authorities or
jurisdictions in which such Loan Party or any of its Subsidiaries do business or distribute and
market products, except to the extent that any such noncompliance, individually or in the
aggregate, does not constitute a Material Adverse Change. Neither the FDA, the FTC, OSHA, the
Consumer Product Safety Commission, nor any other such regulatory authority has requested (or, to
the knowledge of any Authorized Officer, are considering requesting) any product recalls or other
enforcement actions that (a) if complied with, individually or in the aggregate, could constitute a
Material Adverse Change or (b) with which the Loan Parties and their Subsidiaries have not complied
within the time period allowed.



               6.1.19 Compliance with the Swiss Twenty Non-Bank Rule.
Subject to the Lenders complying with their representations under Section 5.9.1 [Payments Free
of Taxes] and the requirement of Section 5.9.6 [Lender’s Cooperation in Tax Matters], each Swiss
Borrower is in compliance with the Twenty Non-Bank Rule (taking into account in particular the
ordinance of the Swiss Federal Council of June 18, 2010 amending the Swiss Federal Ordinance on
withholding tax and the Swiss Federal Ordinance on stamp duties with effect as of August 1, 2010).
Each Swiss Borrower, in determining compliance with Swiss Bank Rules, may assume that up to ten
(10) of the Lenders under this Agreement are not Qualifying Banks if it cannot determine the exact
number thereof.



          6.2 Updates to Schedules.
Should any of the information or disclosures provided on any of the Schedules attached hereto
pursuant to this Section 6 become outdated or incorrect in any material respect, the Borrowers
shall promptly provide the Administrative Agent in writing



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with such revisions or updates to such
Schedule as may be necessary or appropriate to update or correct same. No Schedule shall be
deemed to have been amended, modified or superseded by any such correction or update, nor shall any
breach of warranty or representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Required Lenders, in their sole
and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule;
provided, however, that the Borrowers may update Schedules 6.1.1,
6.1.2 and 6.1.14 without any Lender approval in connection with any transaction
permitted under Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], Section
8.2.7 [Dispositions of Assets or Subsidiaries] and Section 8.2.9 [Subsidiaries, Partnerships and
Joint Ventures].



7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT




     The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of
Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be
performed hereunder at or prior to the making of any such Loans or issuance of such Letters of
Credit and to the satisfaction of the following further conditions:



     7.1 First Loans and Letters of Credit.



               7.1.1 Deliveries.
On the Closing Date, the Administrative Agent shall have received each of the following in
form and substance satisfactory to the Administrative Agent:



          (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the
Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in
this Agreement are true and correct in all material respects, (x) the Loan Parties are in
compliance with each of the covenants and conditions hereunder, (y) no Event of Default or
Potential Default exists, and (z) no Material Adverse Change has occurred since December 31, 2009.




          (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant
Secretary or an Authorized Officer of each of the Loan Parties, certifying as appropriate as to:
(a) all action taken by each Loan Party in connection with this Agreement and the other Loan
Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their
true signatures; and (c) copies of its organizational documents as in effect on the Closing Date
certified by the appropriate state or foreign jurisdiction official where such documents are filed
in the appropriate state or foreign jurisdiction office together with certificates from the
appropriate state or foreign jurisdiction office officials as to the continued existence and good
standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where
organized or qualified to do business;




          (iii) This
Agreement and each of the other Loan Documents (subject to
Section 7.3
[Post-Closing Covenant]) signed by an Authorized Officer, all appropriate financing statements,
appropriate stock powers and certificates evidencing the pledged Collateral and deposit account
control agreements, in form and substance reasonably satisfactory to the Administrative Agent, with
respect to each deposit account of the Domestic Loan Parties;




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          (iv) Written opinions of domestic and foreign counsel for the Loan Parties (in each case in
accordance with relevant local law and local market practice), dated the Closing Date and, subject
to such local law and local market practice, as to the matters set forth in Schedule
7.1.1;




          (v) Evidence that adequate insurance required to be maintained under this Agreement is in full
force and effect, with additional insured and lender loss payable special endorsements attached
thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the
Administrative Agent as additional insured and lender loss payee;




          (vi) A duly completed Compliance Certificate as of the fiscal quarter of Company ended June
30, 2010, signed by an Authorized Officer of Company;




          (vii) All material consents required to effectuate the transactions contemplated hereby;




          (viii) Evidence that the Prior Senior Credit Facility has been terminated, and all outstanding
obligations thereunder have been paid and all Liens securing such obligations have been released;




          (ix) Domestic Lien searches in acceptable scope and with acceptable results listing all of the
effective financing statements filed against any Domestic Loan Party, together with copies of such
financing statements;




          (x) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse
operator or other applicable Person from the lessor for each domestic leased Collateral location as
required under the Security Agreement; and




          (xi) Such other documents in connection with such transactions as the Administrative Agent or
said counsel may reasonably request.




               7.1.2 Payment of Fees.
The Borrowers shall have paid all fees payable on or before the Closing Date as required by
this Agreement, the Administrative Agent’s Letter or any other Loan Document.



     7.2 Each Loan or Letter of Credit.
At the time of making any Loans or issuing, extending or increasing any Letters of Credit and
after giving effect to the proposed extensions of credit: (i) the representations and warranties
of the Loan Parties shall then be true and correct in all material respects (except for those
representations and warranties qualified by reference to a Material Adverse Change or other
reference to materiality, which shall be true and correct); (ii) no Event of Default or, unless
consented to by the Required Lenders, Potential Default shall have occurred and be continuing;
(iii) the making of the Loans or issuance, extension or increase of such Letter of Credit shall not
contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the
Lenders; (iv) the making of such Loan or the issuance, extension or increase of such Letter of
Credit shall not cause (a) the Revolving Facility Usage to exceed the Revolving Credit Commitments
or (b) any Foreign Borrower Sublimit to be exceeded, and (v) the Borrowers shall have delivered to
the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an
application for a Letter of Credit, as the case may be.




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     7.3 Post-Closing Covenants.
The Company shall deliver or cause to be delivered the following, each in form and substance
acceptable to the Administrative Agent:



          (i) on or before the 30th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), the Patent, Trademark and Copyright Security
Agreement and evidence of its filing in the Patent and Trademark Office;




          (ii) on or before the 60th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), evidence of compliance with the Federal
Assignment of Claims Act of 1940 with respect to receivables to the extent required by the Security
Agreement;




          (iii) on or before the 60th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), deposit account control agreements executed by
the applicable Loan Parties, the Administrative Agent and the appropriate depositary institutions,
to the extent required by the Security Agreement;




          (iv) on or before the 60th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), any intercompany notes required to be delivered
pursuant to the terms of the Loan Documents and not delivered on the Closing Date, with an allonge
thereto;




          (v) on or before the 60th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), an opinion of counsel supplementing the opinion
delivered at closing as to the matters set forth above;




          (vi) on or before the 60th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), evidence that certain UCC financing statements
naming JPMorgan Chase Bank, N.A. as secured party will be terminated and certain UCC financing
statements naming VGM Financial Services, a division of TCF Equipment Finance, Inc. as secured
party will be amended so that only specific equipment will be identified as collateral;




          (vii) on or before the 10th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), Invacare Holdings Two AB, a Swedish limited
liability company and a Foreign Borrower, shall restore its capital deficiency by ensuring that its
equity is at least equal to its registered share capital as set forth in the Swedish Companies Act
(Sw. aktiebologslag 2005:551); provided until such capital deficiency no longer exists, it
shall not be permitted to borrow under the Credit Agreement or request the issuance of any Letter
of Credit;




          (viii) on or before the 10th day after the Closing Date (which period may be extended by the
Administrative Agent in its reasonable discretion), the Foreign Loan Parties domiciled in Australia
and the Netherlands shall provide certificates required by Section 7.1.1(ii); and




          (ix) [certain other deliveries including opinions from foreign counsel and additional insured
endorsements to insurance are expected shortly but will be added here if not received prior to
funding.]






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8. COVENANTS




     The Loan Parties, jointly and severally, covenant and agree that until Payment In Full, the
Loan Parties shall comply at all times with the following covenants:



     8.1 Affirmative Covenants.



               8.1.1 Preservation of Existence, Etc.
Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain its legal
existence as a corporation, limited partnership or limited liability company and its license or
qualification and good standing in each jurisdiction in which its ownership or lease of property or
the nature of its business makes such license or qualification necessary, except (i) where the
failure to so maintain would not constitute a Material Adverse Change and (ii) as otherwise
expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.] or Section 8.2.7(xii)
[Dispositions of Assets or Subsidiaries].



               8.1.2 Payment of Liabilities, Including Taxes, Etc.
Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all
liabilities to which it is subject or which are asserted against it, promptly as and when the same
shall become due and payable, including all material taxes, assessments and governmental charges
upon it or any of its properties, assets, income or profits, prior to the date on which penalties
attach thereto, except to the extent that such liabilities, including taxes, assessments or
charges, are being contested in good faith and by appropriate and lawful proceedings diligently
conducted and for which such reserve or other appropriate provisions, if any, as shall be required
by GAAP shall have been made but only to the extent that failure to discharge any such liabilities
would not result in a Material Adverse Change; provided that notwithstanding the foregoing,
the Loan Parties and their Subsidiaries will pay all liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.



               8.1.3 Maintenance of Insurance.
Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such assets are commonly
insured (including fire, extended coverage, property damage, workers’ compensation, public
liability and business interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by prudent companies in
similar circumstances carrying on similar businesses, and with reputable and financially sound
insurers, including self-insurance to the extent customary. The Loan Parties shall comply with the
covenants and provide the endorsement set forth on Schedule 8.1.3 relating to property and
related insurance policies covering the Collateral.



               8.1.4 Maintenance of Properties and Leases.
Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair,
working order and condition (ordinary wear and tear and casualty excepted) in accordance with the
past practice of the Company, all of those properties useful or necessary to its business, and from
time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or
replacements thereof.



               8.1.5 Visitation Rights.
Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers
or authorized employees or representatives of the Administrative Agent or any of the Lenders to
visit and inspect any of its properties and to



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examine and make excerpts from its books and records and discuss its business affairs,
finances and accounts with its officers, all in such detail and at such times and as often as any
of the Lenders may reasonably request, provided, so long as no Event of Default exists,
such visits and inspections shall be limited to no more frequently than twice per calendar year
and; provided, further, that each Lender shall provide the Company and the
Administrative Agent with reasonable notice prior to any visit or inspection. In the event any
Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to
conduct such audit contemporaneously with any audit to be performed by the Administrative Agent.




               8.1.6 Keeping of Records and Books of Account.
The Loan Parties shall, and shall cause each Subsidiary of the Loan Parties to, maintain and
keep proper books of record and account which enable the Company and its Subsidiaries to issue
financial statements in accordance with GAAP and as otherwise required by applicable Laws of any
Official Body having jurisdiction over the Company or any Subsidiary of the Company, and in which
full, true and correct entries shall be made in all material respects of all its dealings and
business and financial affairs.



               8.1.7 Compliance with Laws; Use of Proceeds.
Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable
Laws, including all Environmental Laws, in all respects; provided that it shall not be
deemed to be a violation of this Section 8.1.7 if any failure to comply with any Law would not
result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which
in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters
of Credit and the proceeds of the Loans only in accordance with
Section 2.7.2 [Use of Proceeds]
and as permitted by applicable Law.



               8.1.8 Further Assurances.
Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the
Administrative Agent’s Lien on and (except as expressly provided otherwise in the Security
Agreement) Prior Security Interest in the Collateral whether now owned or hereafter, and shall do
such other acts and things as the Administrative Agent in its sole discretion may deem necessary or
advisable from time to time in order to preserve, perfect and protect the Liens granted under the
Loan Documents and to enable the Administrative Agent to exercise and enforce its rights and
remedies thereunder with respect to the Collateral.



               8.1.9 Anti-Terrorism Laws.
None of the Loan Parties is or shall be (i) a Person with whom any Lender is
restricted from doing business under Executive Order No. 13224 or any other Anti-Terrorism Law,
(ii) engaged in any business involved in making or receiving any contribution of funds, goods or
services to or for the benefit of such a Person or in any transaction that evades or avoids, or has
the purpose of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii)
otherwise in violation of any Anti-Terrorism Law. The Loan Parties shall provide to the Lenders
any certifications or information that a Lender requests to confirm compliance by the Loan Parties
with Anti-Terrorism Laws. Notwithstanding the preceding sentence and except as may otherwise be
agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to
ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on
behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from
the Loan Parties or any such authorized signatory in doing so.



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     The Loan Parties acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist
financing, government sanction and “know your client” Laws, whether within Canada or elsewhere
(collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and
the Administrative Agent may be required to obtain, verify and record information regarding the
Loan Parties, their respective directors, authorized signing officers, direct or indirect
shareholders or other Persons in control of the Loan Parties, and the transactions contemplated
hereby. The Loan Parties shall promptly provide all such information, including supporting
documentation and other evidence, as may be reasonably requested by any Lender or the
Administrative Agent, or any prospective assign or participant of a Lender or the Administrative
Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in
existence. If the Administrative Agent has ascertained the identity of the Loan Parties or any
authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the
Administrative Agent: (a) shall be deemed to have done so as an agent for each Lender, and this
Agreement shall constitute a “written agreement” in such regard between each Lender and the
Administrative Agent within the meaning of applicable AML Legislation; and (b) shall provide to
each Lender copies of all information obtained in such regard without any representation or
warranty as to its accuracy or completeness.



               8.1.10 Material Contracts.
Each of the Loan Parties shall, and shall cause each of their Subsidiaries to, perform and
observe all of the terms and provisions of each Material Contract (including, without limitation,
each Medicare Provider Agreement, Medicaid Provider Contract and other contract and agreement
relating to Medical Reimbursement Programs) to be performed or observed by it, maintain each such
Material Contract in full force and effect, and enforce each such Material Contract in accordance
with its terms, in each case unless (a) the applicable Loan Party or Subsidiary determines in the
exercise of its good faith judgment that any such action is not in the best business interests of
such Loan Party or Subsidiary or (b) the failure of such Loan Party or Subsidiary to take any such
action would not constitute a Material Adverse Change.



               8.1.11 Designation as Senior Debt.
Each of the Loan Parties shall cause the Obligations to be designated as “Designated Senior
Indebtedness” under, and as defined in, the governing documents with respect to the 2027
Convertible Notes (as in effect from time to time).



               8.1.12 Compliance with the Swiss Twenty Non-Bank Rules.
Each Swiss Borrower shall ensure at any time that it is in compliance with the Swiss Twenty
Non-Bank Rules (taking into account in particular the ordinance of the Swiss Federal Council of
June 18, 2010 amending the Swiss Federal Ordinance on withholding tax and the Swiss Federal
Ordinance on stamp duties with effect as of August 1, 2010), provided that a Swiss Borrower shall
not be in breach of this Section 8.1.12 if its number of creditors in respect of the Swiss Twenty
Non-Bank Rule is exceeded solely by reason of a failure by one or more of the Lenders to comply
with their obligations under Section 5.9.1 [Payments Free of Taxes], Section 11.8.2 [Assignments by
Lenders] or Section 5.9.6 [Lender’s Cooperation in Tax Matters]. Each Swiss Borrower, in
determining compliance with Swiss Bank Rules, may assume that up to ten (10) of the Lenders under
this Agreement are not Qualifying Banks if it cannot determine the exact number thereof.



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     8.2 Negative Covenants.



               8.2.1 Indebtedness.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time create, incur, assume or suffer to exist any Indebtedness, except:



          (i) Indebtedness under the Loan Documents;




          (ii) Existing Indebtedness as set forth on Schedule 8.2.1 and any refinancing,
refunding, extension or renewal thereof; provided that the amount of such Indebtedness is
not increased at the time of such refinancing, refunding, renewal or extension except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments
unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed
as a result of or in connection with such refinancing, refunding, renewal or extension;
provided further, that the terms relating to principal amount, amortization,
maturity, collateral (if any) and subordination (if any), and other material terms taken as a
whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement
entered into and of any instrument issued in connection therewith, are no less favorable in any
material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument
governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate
applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed
the then applicable market interest rate;




          (iii) Indebtedness secured by Purchase Money Security Interests and Synthetic Lease
Obligations, which when added with all Indebtedness in respect of Capitalized Leases, does not
exceed $25,000,000 in the aggregate;




          (iv) Intercompany Indebtedness between or among the Company and its Subsidiaries and between
or among the Subsidiaries in the ordinary course of business and consistent with past practice,
provided that such intercompany Indebtedness shall be unsecured and the intercompany
Indebtedness owed to one or more of the Domestic Loan Parties shall be pledged as Collateral under
the Security Agreement;




          (v) Any (a) Lender Provided Interest Rate/Currency Hedge, (b) other Interest Rate Hedge or
Currency Hedge or (c) Indebtedness under any Other Lender Provided Financial Services Product;
provided, however, that the Loan Parties and their Subsidiaries shall enter into a
Lender Provided Interest Rate/Currency Hedge or another Interest Rate Hedge or Currency Hedge only
for hedging (rather than speculative) purposes.




          (vi) the 2015 Senior Notes and the 2027 Convertible Notes (subject to compliance with Section
8.2.18 [Covenants as to Certain Indebtedness]);




          (vii) Indebtedness owed to third party financing companies in the form of limited recourse
obligations that finance receivables of customers of the Loan Parties and their Subsidiaries in the
ordinary course of business; provided that such Indebtedness shall not exceed at any time
outstanding the lesser of (a) 75% of the total owed by the customers of the Loan Parties and their
Subsidiaries to such financing companies and (b) $100,000,000;





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          (viii) Indebtedness under performance, surety, statutory or appeal bonds or with respect to
workers’ compensation claims or other bonds permitted hereunder and incurred in the ordinary course
of business; 




          (ix) Indebtedness constituting customary indemnification obligations under purchase
agreements;




          (x) Performance Guarantees by the Company or any Subsidiary with respect to the performance of
any obligation of any other Subsidiary entered into in the ordinary course of business consistent
with past practice; and




          (xi) other Indebtedness of the Loan Parties and the Subsidiaries in an aggregate amount at any
time outstanding not to exceed $100,000,000.




               8.2.2 Liens.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible
or intangible, now owned or hereafter acquired, or agree or become liable to do so, except
Permitted Liens.



               8.2.3 Guaranties.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee,
become surety for, endorse or otherwise agree, become or remain directly or contingently liable
upon or with respect to any obligation or liability of any other Person, except for Guaranties of
Indebtedness of the Loan Parties and their Subsidiaries permitted hereunder.



               8.2.4 Loans and Investments.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any
stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or
limited liability company interest in, or any other investment or interest in, or make any capital
contribution to (collectively, “Investments”), any other Person, or agree, become or remain liable
to do any of the foregoing, except:



          (i) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;




          (ii) advances to officers, directors and employees consistent with past practice, for travel,
entertainment, relocation and analogous ordinary business purposes;




          (iii) Permitted Investments;




          (iv) Investments listed on Schedule 8.2.4;




          (v) Investments by the Company and its Subsidiaries in their respective Subsidiaries in the
ordinary course of business and consistent with past practice;




          (vi) Guaranties permitted by Section 8.2.3 [Guaranties];





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          (vii) Investments otherwise permitted under this Agreement pursuant to Permitted Acquisitions;




          (viii) Investments consisting of key man life insurance;




          (ix) Investments in Joint Ventures; provided that the amount of Investments in Joint
Ventures shall not exceed $25,000,000 in the aggregate; provided, further, that in
no event shall any Loan Party or Subsidiary of any Loan Party be liable, or agree to become
liable, for any liabilities of the Joint Venture beyond such Loan Party’s or Subsidiary’s equity
interest in such Joint Venture; and




          (x) Other Investments not to exceed $5,000,000 in the aggregate at any time outstanding.




               8.2.5 Dividends and Related Distributions.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or
pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any
nature (whether in cash, property, securities or otherwise) on account of or in respect of its
shares of capital stock, partnership interests, limited liability company interests or other Equity
Interests or any payment (including whether in cash, securities or other property) including any
sinking fund or similar deposit on account of the purchase, redemption, retirement or acquisition
of its shares of capital stock (or warrants, options or rights therefor), partnership interests,
limited liability company interests or other Equity Interests, except: (a) dividends or other
distributions payable by any Subsidiary, directly or indirectly, to the Company, by any Domestic
Loan Party to another Domestic Loan Party, by any Foreign Guarantor to a Foreign Borrower or
another Foreign Guarantor or by a Subsidiary that is not a Loan Party to another Subsidiary; (b)
the Company and each Subsidiary may declare and make dividend payments or other distributions
payable solely in the common stock or other common Equity Interests of such Person; (c) repurchases
or redemptions by the Company of any Equity Interests in the Company (i) in an amount not to exceed
$25,000,000 in the aggregate for the most recently completed three (3) fiscal quarters of the
Company and the fiscal quarter in which the repurchase or redemption is proposed to be made if the
Consolidated Leverage Ratio as of the most recent fiscal quarter then ended is equal to or less
than 2.25 to 1.00 or (ii) in an amount not to exceed $5,000,000 in the aggregate for the most
recently completed three (3) fiscal quarters of the Company and the fiscal quarter in which the
repurchase or redemption is proposed to be made if the Consolidated Leverage Ratio as of the most
recent fiscal quarter then ended is greater than 2.25 to 1.00 provided that, prior to
consummating any such repurchase or redemption, the Company shall demonstrate to the satisfaction
of the Administrative Agent that after giving effect to such repurchase or redemption on a Pro
Forma Basis, the Loan Parties shall be in compliance with their financial covenants set forth in
this Agreement and shall certify that no Event of Default exists; (d) except to the extent the Net
Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section
5.7.3 [Equity Issuances], the Company and each Subsidiary may purchase, redeem or otherwise
acquire its common Equity Interests with the proceeds received from the substantially concurrent
issue of new common Equity Interests so long as no Event of Default exists at the time of such
purchase, redemption or acquisition; and (e) dividends on the common and preferred stock of the
Company in an aggregate amount not to exceed $5,000,000 per annum. The Loan Parties shall not be
considered to have violated clause (c) of this Section 8.2.5 [Dividends and Related Distributions]
if the Company shall have satisfied the requirements of such clause at the time of the repurchase
or redemption, irrespective of whether the Consolidated



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Leverage Ratio calculation, for the fiscal quarter in which such repurchase or redemption shall have been
made or any subsequent fiscal quarter, would not permit such purchase or redemption




               8.2.6 Liquidations, Mergers, Consolidations, Acquisitions.
(i) Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
dissolve (other than a dissolution contemplated by Section 8.2.7(xii)), liquidate or wind-up its
affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or
otherwise all or substantially all of the assets or capital stock of any other Person;
provided that (i) any Domestic Loan Party other than the Company, any Foreign Loan Party or
any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary or the
Receivables Subsidiary) may consolidate or merge into another Domestic Loan Party which is
wholly-owned by one or more of the other Domestic Loan Parties so long as such Domestic Loan Party
is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary and the
Receivables Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the
Insurance Subsidiary and the Receivables Subsidiary), (iii) Foreign Loan Parties not directly owned
by a Domestic Loan Party may consolidate or merge into other such Foreign Loan Parties, (iv) any
Subsidiary (other than the Insurance Subsidiary and the Receivables Subsidiary) may merge into the
Company so long as the Company is the survivor, and (v) the Company and its wholly-owned
Subsidiaries may engage in one or more purchases or other acquisitions of all of the Equity
Interests in, or all or substantially all of the property of or a division of, any Person that,
upon the consummation thereof, will be wholly-owned directly by the Company or one or more of its
wholly-owned Subsidiaries (including as a result of a merger or consolidation) provided
that each such purchase or other acquisition is a Permitted Acquisition and the provisions of
Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] are complied with.



               8.2.7 Dispositions of Assets or Subsidiaries.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell,
convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily,
any of its properties or assets, tangible or intangible (including sale, assignment, discount or
other disposition of accounts, contract rights, chattel paper, equipment or general intangibles
with or without recourse or of capital stock, shares of beneficial interest, partnership interests
or limited liability company interests of a Subsidiary of such Loan Party), except:



          (i) transactions involving the sale of inventory or intellectual property in the ordinary
course of business;




          (ii) any sale, transfer or lease of assets in the ordinary course of business which are no
longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;




          (iii) any sale, transfer or lease of assets between the Company or any Subsidiary,
provided that if the transferor of such property is a Domestic Loan Party and the
transferee of such property is a Foreign Subsidiary, any such net disposition of assets shall not
exceed an aggregate amount of ten percent (10%) of value of the domestic assets of the Domestic
Loan Parties as set forth in the most recent financial statements of the Company delivered pursuant
to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements]
in any fiscal year; provided, further, that after giving effect to any such transfer to a
Foreign Subsidiary, the value of the domestic assets of the Domestic Loan Parties in






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the aggregate shall be no less than $250,000,000 and the value of the domestic assets other
than inventory and receivables of the Domestic Loan Parties in the aggregate shall be no less than
$40,000,000.




          (iv) any sale, transfer or lease of assets in the ordinary course of business which are
replaced by substitute assets acquired or leased within the parameters of Section 8.2.14 [Capital
Expenditures] and Section 8.2.1 [Indebtedness]; provided such substitute assets are
subject to the Lenders’ Prior Security Interest;




          (v) Sale and Leaseback Transactions in an aggregate amount not to exceed $35,000,000;




          (vi) dispositions of equipment or real property to the extent that (a) such property is
exchanged for credit against the purchase price of similar replacement property or (b) the proceeds
of such disposition are reasonably promptly applied to the purchase price of such replacement
property; provided that in the case of a disposition by a Domestic Loan Party or any
Foreign Loan Party, the replacement property shall be owned by a Domestic Loan Party or such
Foreign Loan Party, as applicable;




          (vii) dispositions of Customer Leases in connection with Vendor Financings;




          (viii) any disposition of assets, other than those specifically excepted pursuant to clauses
(i) through (vii) above, so long as the after-tax proceeds (as reasonably estimated by the Company)
are applied as a mandatory prepayment of the Loans in accordance with the provisions of Section
5.7.1 [Sale of Assets] above, in an aggregate amount not to exceed ten percent (10%) of
Consolidated Total Assets in any fiscal year;




          (ix) dispositions constituting conversion of cash equivalents into other cash equivalents;




          (x) dispositions constituting casualty events;




          (xi) grants of Permitted Liens;




          (xii) dissolution of Morris Surgical Pty. Ltd., Home Health Equipment Pty. Ltd. and Healthcare
Equipment WA Pty. Ltd., each a Subsidiary of Invacare Australia Pty. Ltd., and transfer of all of
the assets of each such dissolved Subsidiary to and into Invacare Australia Pty. Ltd., and
dissolution of I.H.H. Corp. and transfer of all of its assets to a Domestic Loan Party which, in
each case, if the Company shall have determined to effectuate such dissolutions, shall occur by
December 31, 2010; and




          (xiii) waivers of contract rights in the ordinary course of business.




               8.2.8 Affiliate Transactions.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter
into or carry out any transaction with any Affiliate of any Loan Party (including purchasing
property or services from or selling property or services to any Affiliate of any Loan Party)
unless such transaction is entered into in the ordinary course of business upon fair and reasonable
arm’s-length terms and conditions; provided that the foregoing restriction shall not apply
to (a) transactions between or among the Domestic Loan Parties, (b) transactions between or among
the Foreign Loan Parties or (c) any other transactions between



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or among the Company and any of its Subsidiaries or between or among any of such Subsidiaries,
unless prohibited pursuant to this Agreement.




               8.2.9 Subsidiaries, Partnerships and Joint Ventures.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or
create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this
Agreement as a Borrower or Guarantor on the Closing Date and the Excluded Subsidiaries;
provided if I.H.H. Corp. is not dissolved and all of its assets transferred to a Domestic
Loan Party by December 31, 2010, it shall on or before December 31, 2010, become a Domestic
Guarantor pursuant to the provisions of Section 11.15.1 [Joinder of Guarantors and Borrowers]; (ii)
any Subsidiary (A) formed (or acquired) after the Closing Date which joins this Agreement as a
Domestic Guarantor or Foreign Guarantor, or elects instead to join this Agreement as a Domestic
Borrower or Foreign Borrower, and satisfies each other applicable requirement set forth in Section
11.15.1 [Joinder of Guarantors and Borrowers], or (B) in the case of an Excluded Subsidiary as of
the Closing Date that subsequently becomes a Material Subsidiary, which joins this Agreement as a
Domestic Guarantor or Foreign Guarantor, or elects instead to join this Agreement as a Domestic
Borrower or Foreign Borrower, and satisfies each other applicable requirement set forth in Section
11.15.1 [Joinder of Guarantors and Borrowers], (iii) any Foreign Subsidiary which is not organized
in the same jurisdiction as a Loan Party and which is not a Material Subsidiary, and (iv) Morris
Surgical Pty. Ltd., Home Health Equipment Pty. Ltd. and Healthcare Equipment WA Pty. Ltd., each a
Subsidiary of Invacare Australia Pty. Ltd., which Subsidiaries shall be Guarantors on the Closing
Date but may be dissolved and all of their assets transferred to and into Invacare Australia Pty.
Ltd. (and if such dissolutions occur, such must be consummated by December 31, 2010), and the
Borrowers shall provide copies of the appropriate dissolution and asset transfer documents with
respect thereto to the Administrative Agent not later than ten (10) Business Days after such
dissolution and asset transfer. Each of the Loan Parties shall not become or agree to become a
party to a Joint Venture other than a Joint Venture permitted under Section 8.2.4 [Loans and
Investments].



               8.2.10 Continuation of or Change in Business.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in
any material line of business other than those lines of business conducted by the Company and its
Subsidiaries on the date hereof and any business that, in the good faith judgment of the Board of
Directors of the Company, is reasonably related, incidental, ancillary, supplementary or
complimentary thereto, or reasonable extensions thereof.



               8.2.11 Fiscal Year; Accounting Changes.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make any
change in (a) accounting policies or reporting practices, except as required by or acceptable under
GAAP, or (b) its fiscal year.



               8.2.12 Issuance of Stock.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, issue any
additional shares of its capital stock or any options, warrants or other rights in respect thereof,
unless (a) no cash proceeds are received (other than from any of the Subsidiaries) as the result of
such issuance, (b) if any cash proceeds are received (other than from any of the Subsidiaries), any
Net Cash Proceeds thereof are applied as a mandatory prepayment if so required in accordance with
the provisions of Section 5.7.3 [Equity Issuances] or (c) such issuance is pursuant to the terms
of the Company’s Performance Plan and, in each event, the Loan Parties party to the Pledge
Agreement continue to comply therewith.



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               8.2.13 Changes in Organizational Documents.
Each of the Loan Parties (other than the Company) shall not, and shall not permit any of its
Subsidiaries to, amend in any respect its certificate of incorporation (including any provisions or
resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational
documents without providing at least fifteen (15) days’ prior written notice to the Administrative
Agent and, in the event that such change would be materially adverse to the Lenders as determined
by the Administrative Agent in its sole discretion, obtaining the prior written consent of the
Required Lenders. The Company shall not amend in any respect its articles of incorporation or code
of regulations if such amendment would limit the Company’s ability to grant Liens to the Lenders,
adversely affect the Company’s ability to comply with, or obligations under, the Loan Documents or
impair the ability of the Administrative Agent or any of the Lenders, to the extent applicable, to
enforce their legal remedies pursuant to this Agreement or any other Loan Document;
provided the Company shall provide a copy of any such amendment within fifteen (15) days
following the effective date of such amendment.



               8.2.14 Capital Expenditures.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make any
payments in any fiscal year on account of Capital Expenditures, except for Capital Expenditures:
(i) made with insurance proceeds from (a) casualty events, or (b) condemnation awards, (ii) made
with proceeds from (a) Sale and Leaseback Transactions or (b) other dispositions permitted under
Section 8.2.7 [Dispositions of Assets or Subsidiaries], (iii) in connection with like-kind
exchanges under Section 1031 of the Code, and (iv) in addition to the Capital Expenditures
permitted by the foregoing clauses (i) — (iii), Capital Expenditures in the ordinary course of
business not exceeding $35,000,000 in the aggregate for the Company and its Subsidiaries during
each fiscal year; provided, however, that so long as no Event of Default exists or
would result from such expenditure, any portion of such amount not expended in such fiscal year may
be carried over for expenditure solely in the next fiscal year (the “Capex Carryover Amount”);
provided, further, if any such amount is so carried over, it will be used in the
fiscal year to which it is carried forward after the $35,000,000 allocated to such fiscal year is
used.



               8.2.15 Maximum Leverage Ratio.
The Loan Parties shall not permit the Consolidated Leverage Ratio of the Company and its
Subsidiaries, as measured at the end of each fiscal quarter, to exceed 3.50 to 1.00.



               8.2.16 Minimum Interest Coverage Ratio.
The Loan Parties shall not permit the Consolidated Interest Coverage Ratio of the Company and
its Subsidiaries, as measured at the end of each fiscal quarter, to be less than 3.50 to 1.00.



               8.2.17 Negative Pledges.
Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of
its Subsidiaries to, enter into any Agreement with any Person which, in any manner, whether
directly or contingently, prohibits, restricts or limits the right of any of the Loan Parties or
their Subsidiaries (other than the Insurance Subsidiary or the Receivables Subsidiary), from
granting any Liens to the Administrative Agent or the Lenders on any assets or properties
(including real estate) of the Loan Parties or their Subsidiaries (other than the Insurance
Subsidiary or the Receivables Subsidiary) except:



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          (i) customary restrictions and conditions on a Subsidiary imposed pursuant to an agreement
entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary
permitted hereunder pending the closing of such sale or disposition;




          (ii) any restrictions imposed by any agreement relating to secured Indebtedness permitted by
this Agreement to the extent that such restrictions apply only to the property or assets securing
such Indebtedness;




          (iii) customary provisions contained in licenses of intellectual property and other similar
agreements entered into in the ordinary course of business;




          (iv) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;




          (v) customary provisions restricting assignment of any agreement entered into in the ordinary
course of business;




          (vi) any restrictions imposed by applicable Law;




          (vii) customary provisions in any joint venture or similar agreement applicable to a Joint
Venture permitted hereunder and entered into in the ordinary course of business; and




          (viii) any agreement in effect at the time a person becomes a Subsidiary of the Company, so
long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary.




               8.2.18 Covenants as to Certain Indebtedness.



          (i) Each of the Loan Parties shall not, and shall not permit any of its Subsidiary to, amend
or modify any provisions of the documents governing the 2015 Senior Notes or 2027 Convertible Notes
in any material and adverse way (with any changes to the interest rate, redemption requirements,
amortization schedule, negative covenants and events of default deemed to be material for purposes
hereof, but without limiting any other changes which may be material) without providing at least
fifteen (15) calendar days’ prior written notice to the Administrative Agent and the Lenders, and
obtaining the prior written consent of the Required Lenders.




          (ii) Borrowers shall redeem, purchase or repurchase no less than $100,000,000 of the 2015
Senior Notes and/or the 2027 Convertible Notes by February 28, 2011. Thereafter, the Borrowers may
redeem, purchase or repurchase the 2015 Senior Notes and/or the 2027 Convertible Notes so long as
(a) no Event of Default is then occurring or would be caused thereby, and (b) the Consolidated
Leverage Ratio, determined on a Pro Forma Basis after taking into effect such redemption, purchase
or repurchase is not more than 3.00:1.00.




               8.2.19 Agreements Restricting Dividends.
Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of
its Subsidiaries to, enter into any Agreement with any Person which restricts any of the
Subsidiaries of the Company’s right to pay dividends or other distributions to the Company or any
other Loan Party or repay intercompany loans from the Subsidiaries of the Company to the Company or
any other Loan Party.



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               8.2.20 Designation of Senior Debt.
Designate any Indebtedness (other than the Indebtedness under the Loan Documents and other
than, until February 28, 2011, the 2015 Senior Notes) of the Company or any of its Subsidiaries as
“Designated Senior Debt” (or any similar term) under, and as defined in, the operative documents
governing the 2027 Convertible Notes as in effect from time to time.



               8.2.21 Restrictions on Insurance Subsidiary and Receivables Subsidiary.
The Insurance Subsidiary and the Receivables Subsidiary, shall have substantially no assets,
liabilities or business operations, other than (a) with respect to the Insurance Subsidiary, such
assets, liabilities and operations necessary (i) to provide insurance coverage to the Company and
certain of its Subsidiaries, or (ii) to comply with applicable Laws, and (b) with respect to the
Receivables Subsidiary, such assets, liability and operations (i) associated with a receivables
financing to which the Receivables Subsidiary is a party (to the extent such receivables financing
is permitted by the terms of Section 8.2.1 [Indebtedness]) and (ii) necessary to comply with all
applicable Laws.



               8.2.22 Prepayments, Etc. of Indebtedness.
Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of
its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in violation of any subordination terms of, any
Indebtedness or make any payment of Subordinated Indebtedness, except (a) prepayments under this
Agreement in accordance with the terms hereof, (b) regularly scheduled or required repayments or
redemptions of Indebtedness set forth in Schedule 8.2.22 and refinancings and refundings of
such Indebtedness in compliance with Section 8.2.1 [Indebtedness], (c) prepayments of the 2015
Senior Notes and the 2027 Convertible Notes permitted under Section 8.2.18 [Covenants as to
Certain Indebtedness], and (d) so long as no Event of Default has occurred and is continuing or
would result therefrom, repayments of Indebtedness permitted by clauses (iii), (iv), (v), (vii) and
(x) of Section 8.2.1 [Indebtedness] in the ordinary course of business and regularly scheduled
interest payments on the 2027 Convertible Notes.



     8.3 Reporting Requirements.
The Loan Parties will furnish or cause to be furnished the following to the Administrative
Agent on behalf of the Lenders.



               8.3.1 Quarterly Financial Statements.
Within forty-five (45) calendar days after the end of each of the first three fiscal quarters
in each fiscal year, financial statements of the Company and its Subsidiaries, consisting of a
consolidated and consolidating balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, stockholders’ equity and cash flows for the
fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and
certified (subject to normal year-end audit adjustments and footnotes) by the Chief Executive
Officer, President or Chief Financial Officer of the Company as having been prepared in accordance
with GAAP, consistently applied, and setting forth in comparative form the respective financial
statements for the corresponding date and period in the previous fiscal year. The Loan Parties will
be deemed to have complied with the delivery requirements of this Section 8.3.1 if within
forty-five (45) days (or any such earlier date as may be mandated by the SEC) after the end of its
fiscal quarter, the Company delivers to the Administrative Agent on behalf of the Lenders a copy of
its Quarterly Report on Form 10-Q as filed with the SEC and the financial statements contained
therein meet the requirements described in this Section.



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               8.3.2 Annual Financial Statements.
Within ninety (90) days after the end of each fiscal year of the Company and its Subsidiaries,
financial statements of the Company and its Subsidiaries consisting of a consolidated and
consolidating balance sheet as of the end of such fiscal year, and related consolidated and
consolidating statements of income, stockholders’ equity and cash flows for the fiscal year then
ended, all in reasonable detail and setting forth in comparative form the financial statements as
of the end of and for the preceding fiscal year, and certified by independent certified public
accountants of nationally recognized standing. The certificate or report of accountants shall be
free of qualifications (other than any consistency qualification that may result from a change in
the method used to prepare the financial statements as to which such accountants concur) and shall
not indicate the occurrence or existence of any event, condition or contingency which would
materially impair the prospect of payment or performance of any covenant, agreement or duty of any
Loan Party under any of the Loan Documents. The Loan Parties will be deemed to have complied with
the delivery requirements of this Section 8.3.2 if within ninety (90) days (or any such earlier
date as may be mandated by the SEC) after the end of its fiscal year, the Company delivers to the
Administrative Agent on behalf of the Lenders a copy of its Annual Report on Form 10-K as filed
with the SEC and the financial statements and certification of public accountants contained therein
meet the requirements described in this Section.



               8.3.3 Certificate of the Company.
Concurrently with the financial statements of the Borrowers furnished to the Administrative
Agent on behalf of the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] and
Section 8.3.2 [Annual Financial Statements], a certificate (each, a “Compliance Certificate”) of
the Company on behalf of the Loan Parties signed by the Chief Executive Officer, President or Chief
Financial Officer of the Company, in the form of Exhibit 8.3.3.



               8.3.4 Notices.



                    8.3.4.1 Default. Promptly after any executive officer of any Loan Party has learned
of the occurrence of an Event of Default, a certificate signed by an Authorized Officer setting
forth the details of such Event of Default and the action which such Loan Party proposes to take
with respect thereto.



                    8.3.4.2 Litigation. Promptly after the commencement thereof, notice of all actions,
suits, proceedings or investigations before or by any Official Body or any other Person against any
Loan Party or Subsidiary of any Loan Party which if adversely determined would constitute a
Material Adverse Change.



                    8.3.4.3 Organizational Documents. Within the time limits set forth in Section 8.2.13
[Changes In Organizational Documents], any amendment to the organizational documents of any Loan
Party.



                    8.3.4.4 Erroneous Financial Information. Promptly after filing with the SEC, notice
that any previously issued financial statement, audit report or interim review should no longer be
relied upon or that disclosure should be made or action should be taken to prevent future reliance.



                    8.3.4.5 ERISA Event. Promptly and in any event within five (5) days upon the
occurrence of any ERISA Event.



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                    8.3.4.6 Debt Rating. Promptly upon any announcement by Moody’s or Standard & Poor’s
of any change in a Debt Rating or in the outlook with respect thereto.



                    8.3.4.7 OIG Actions; Medical Reimbursement Programs. Promptly upon the institution
of any legal actions or investigations by the OIG with respect to any investigation of any Loan
Party or any Subsidiary of a Loan Party, or upon the institution of any investigation or proceeding
against any Loan Party or any Subsidiary of a Loan Party to suspend, revoke or terminate or which
may result in exclusion from any Medical Reimbursement Program.



                    8.3.4.8 Other Reports. Promptly upon their becoming available to the Loan Parties:



          (i) Annual Budget and Forecasts. Upon request by the Administrative Agent, either of
the Co-Syndication Agents or the Required Lenders, the annual budget and any forecasts or
projections of the Company and its Subsidiaries,




          (ii) SEC Reports; Shareholder Communications. Without duplication, reports, including
Forms 10-K, 10-Q and 8-K, registration statements and prospectuses and other shareholder
communications, filed by the Company with the SEC, and




          (iii) Other Information. Such other reports and information as any of the Lenders may
from time to time reasonably request.




                    8.3.4.9 Notices Under Certain Indebtedness Documents. At the same time sent or
provided to the holders of the 2015 Senior Notes and/or 2027 Convertible Notes, all notices and
reports provided in connection with the 2015 Senior Notes and/or 2027 Convertible Notes (unless
already provided pursuant to any other provision of this
Section 8.3).



9. DEFAULT




     9.1 Events of Default.
An Event of Default shall mean the occurrence or existence of any one or more of the following
events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected
by operation of Law):



               9.1.1 Payments Under Loan Documents.
The Borrowers shall fail to pay any principal of any Loan (including scheduled installments,
mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit
Obligation when due or shall fail to pay any interest on any Loan, Reimbursement Obligation or
Letter of Credit Obligation or any other amount owing hereunder or under the other Loan Documents
within three (3) Business Days after such interest or other amount becomes due in accordance with
the terms hereof or thereof;



               9.1.2 Breach of Warranty.
Any representation or warranty made at any time by any of the Loan Parties herein or by any of
the Loan Parties in any other Loan Document, or in any certificate or other instrument furnished
pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any
material respect as of the time it was made or furnished;



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               9.1.3 Breach of Negative Covenants or Visitation Rights.
Any of the Loan Parties shall default in the observance or performance of any covenant
contained in Section 8.1.5 [Visitation Rights] or
Section 8.2 [Negative Covenants];



               9.1.4 Breach of Other Covenants.
Any of the Loan Parties shall default in the observance or performance of any other covenant,
condition or provision hereof or of any other Loan Document and such default shall continue
unremedied for a period of thirty (30) Business Days;



               9.1.5 Defaults in Other Agreements or Indebtedness.
A default or event of default shall occur at any time under the terms of any other agreement
involving borrowed money or the extension of credit or any other Indebtedness under which any Loan
Party may be obligated as a borrower or guarantor in excess of $20,000,000 in the aggregate, and
such breach, default or event of default consists of the failure to pay (beyond any period of grace
permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated
maturity, by acceleration or otherwise) or if such breach or default permits or causes the
acceleration of any Indebtedness or the termination of any commitment to lend, or any default or
event of default under the 2015 Senior Notes or 2027 Convertible Notes;



               9.1.6 Final Judgments or Orders.
Any final judgments or orders for the payment of money in excess of $20,000,000 (to the extent
not covered by independent third party insurance as to which the insurer does not dispute coverage
and is not subject to an insolvency proceeding) in the aggregate shall be entered against any Loan
Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated,
bonded or stayed pending appeal within a period of forty-five (45) days from the date of entry;



               9.1.7 Loan Document Unenforceable.
Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as permitted under the
Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or inoperative or shall
in any way be challenged or contested or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to be created
thereby, or any subordination provisions with respect to Indebtedness or other obligations of any
Loan Party in favor of the Administrative Agent in connection herewith shall cease to be legal,
valid and binding and enforceable against the party granting same or such party’s successors and
assigns (as permitted thereunder) in accordance with the respective terms thereof or shall in any
way be terminated (except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested or cease to give or provide the
respective rights, titles, interests, remedies, powers or privileges intended to be created
thereby;



               9.1.8 Proceedings Against Assets.
Any material portion of the Loan Parties’ other assets are attached, seized, levied upon or
subjected to a writ or distress warrant; or such Collateral or other assets come within the
possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the
same is not cured within thirty (30) days thereafter;



               9.1.9 Events Relating to Plans and Benefit Arrangements.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted in liability of a Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan
or the PBGC in



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an aggregate amount in excess of $20,000,000, or (ii) any Borrower or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of $20,000,000;




               9.1.10 Change of Control.
Any Change of Control occurs;



               9.1.11 Exclusion from Medical Reimbursement Programs.
Any Loan Party shall be temporarily or permanently excluded from any Medical Reimbursement
Program, where such exclusion arises from fraud or other claims or allegations which, individually
or in the aggregate, could constitute a Material Adverse Change.



               9.1.12 Relief Proceedings.
(i) A Relief Proceeding shall have been instituted against the Company, any Material
Subsidiary, or any group of Subsidiaries which, if their assets were aggregated in a single
Subsidiary, would meet the requirements to be a Material Subsidiary and such Relief Proceeding
shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or
such court shall enter a decree or order granting any of the relief sought in such Relief
Proceeding, (ii) the Company, any Material Subsidiary, or any group of Subsidiaries which, if their
assets were aggregated in a single Subsidiary, would meet the requirements to be a Material
Subsidiary institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) the
Company, any Material Subsidiary, or any group of Subsidiaries which, if their assets were
aggregated in a single Subsidiary, would meet the requirements to be a Material Subsidiary ceases
to be solvent or admits in writing its inability to pay its debts as they mature.



     9.2 Consequences of Event of Default.



               9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings.
If an Event of Default specified under Sections 9.1.1 through
9.1.11 shall occur and be
continuing, the Lenders and the Administrative Agent shall be under no further obligation to make
Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the
Administrative Agent may, with the consent of the Required Lenders, and shall, upon the request of
the Required Lenders, (i) by written notice to the Borrowers, declare the unpaid principal amount
of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness of the Borrowers to the Lenders hereunder and thereunder to be forthwith due and
payable, and the same shall thereupon become and be immediately due and payable to the
Administrative Agent for the benefit of each Lender without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrowers
to, and the Borrowers shall thereupon, deposit in a non-interest-bearing account with the
Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount
equal to the maximum amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and each Borrower hereby pledges to the Administrative Agent and the
Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such
cash as security for such Obligations; and



               9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings.
If an Event of Default specified under Section 9.1.12 [Relief Proceedings] shall occur, the
Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall
be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then



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outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of
the Borrowers to the Lenders hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and




               9.2.3 Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender,
and each of their respective Affiliates of such Lender or Affiliate which has agreed in writing to
be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such
Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the Obligations of such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender, the Issuing Lender or Affiliate,
irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand
under this Agreement or any other Loan Document and although such Obligations of such Borrower or
Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the
Issuing Lender different from the branch or office holding such deposit or obligated on such
Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the
Issuing Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application; and



               9.2.4 Certain Other Matters.
In no event shall the Required Lenders, without the prior written consent of each Lender,
direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender
without accelerating and demanding payment of all other Loans or to terminate the Commitments of
one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that,
except as otherwise provided in any of the Loan Documents and without the prior written consent of
the Required Lenders, it will not take any legal action or institute any action or proceeding
against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or
otherwise enforce its portion of the Obligations. Without limiting the generality of the
foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law
to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or
dispositions of any of the Collateral except as authorized by the Required Lenders.
Notwithstanding anything to the contrary set forth in this Section 9.2.4 or elsewhere in this
Agreement, each Lender shall be authorized to take such action to preserve or enforce its rights
against any Loan Party where a deadline or limitation period is otherwise applicable and would,
absent the taking of specified action, bar the enforcement of Obligations held by such Lender
against such Loan Party, including the filing of proofs of claim in any Relief Proceeding.



               9.2.5 Application of Proceeds.
From and after the date on which the Administrative Agent has taken any action pursuant to
this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all
proceeds received by the Administrative



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Agent from any sale or other disposition of the Collateral,
or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be
applied as follows:




          (i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal
expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the
Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan
Documents, including advances made by the Lenders or any one of them or the Administrative Agent
for the reasonable maintenance, preservation, protection or enforcement of, or realization upon,
the Collateral, including advances for taxes, insurance, repairs and the like and reasonable
expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any
of the Collateral;




          (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to
the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or
agreements evidencing any Lender Provided Interest Rate/Currency Hedge or Other Lender Provided
Financial Services Obligations, whether of principal, interest, fees, expenses or otherwise and to
cash collateralize the Letter of Credit Obligations, ratably among the Lenders in proportion to the
respective amounts payable to them with respect to such Obligations; and




          (iii) the balance, if any, as required by Law.




10. THE ADMINISTRATIVE AGENT




     10.1 Appointment and Authority.
Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of
this Section 10 are solely for
the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither any
Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



     10.2 Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if
such Person were not the Administrative Agent hereunder and without any duty to account therefor to
the Lenders.



     10.3 Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing,
the Administrative Agent:



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          (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Potential Default or Event of Default has occurred and is continuing;




          (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents); provided that the
Administrative Agent shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law; and




          (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Loan Parties or any of their Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.




          The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 11.1 [Modifications, Amendments or
Waivers] and Section 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own
gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Potential Default or Event of Default unless and until notice describing such
Potential Default or Event of Default is given to the Administrative Agent by the Loan Parties, a
Lender or the Issuing Lender.




          The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions
of Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.




     10.4 Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the



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Issuing Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent
shall have received notice to the contrary from such Lender or the
Issuing Lender prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrowers), independent accountants and other
experts selected by
it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.




     10.5 Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.



     10.6 Resignation of Administrative Agent.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the
Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with approval from the Borrowers (so long as no Event of Default has
occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld
or delayed. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the Issuing Lender, appoint a successor Administrative Agent; provided that if
the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any
of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (ii) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section
10.6. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrowers and such successor. After the retiring
Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of
this Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be



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taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.




     If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an
Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor
shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the
retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its
respective duties and obligations as Issuing Lender and Administrative Agent under the Loan
Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by
PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to
PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.



     10.7 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and the Issuing Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Lender
or any of their Related Parties and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.



     10.8 No Other Duties, etc.
Anything herein to the contrary notwithstanding, none of the Co-Syndication Agents, Joint Lead
Arrangers or Joint Bookrunners listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.



     10.9 Administrative Agent’s Fee.
The Borrowers shall pay to the Administrative Agent a nonrefundable fee (the “Administrative
Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the
Borrowers and Administrative Agent, as amended from time to time.



     10.10 Authorization to Release Collateral and Guarantors.
The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any
Collateral consisting of assets or Equity Interests sold or otherwise disposed of in a sale or
other disposition or transfer permitted under Section 8.2.7 [Disposition of Assets or
Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], and (ii) any
Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such
Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or
Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7 [Disposition of
Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].



          Each Lender hereby irrevocably authorizes the Administrative Agent, based upon the instruction
of the Required Lenders, to credit bid and purchase (either directly or through one or more
acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the
provisions of the Code, including pursuant to Sections 9-610 or 9-620 or Title 11 of the United
States Code, as in effect from time to time (the “Bankruptcy Code”), at any sale thereof







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conducted
under the provisions of the Bankruptcy Code (including Section 363 of the Bankruptcy Code) or any
applicable bankruptcy, insolvency, reorganization or other similar law (whether domestic or
foreign) now or hereafter in effect, or at any sale or foreclosure conducted by the Administrative
Agent (whether by judicial action or otherwise) in accordance with applicable law.



     10.11 No Reliance on Administrative Agent’s Customer Identification Program.
Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates,
participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations
required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder,
including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan Parties, their Affiliates or
their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any
identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists,
(iv) customer notices or (v) other procedures required under the CIP Regulations or such other
Laws.



11. MISCELLANEOUS




     11.1 Modifications, Amendments or Waivers.
With the written consent of the Required Lenders, the Administrative Agent, acting on behalf
of all the Lenders, and the Borrowers, on behalf of the Loan Parties, may from time to time enter
into written agreements amending or changing any provision of this Agreement or any other Loan
Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made
with such written consent shall be effective to bind all the Lenders and the Loan Parties;
provided, that no such agreement, waiver or consent may be made which will:



               11.1.1 Increase of Commitment.
Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the
consent of such Lender;



               11.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of
Terms of Payment.
Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment
of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a
Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of
or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to
any Lender, without the consent of each Lender directly affected thereby;



               11.1.3 Release of Collateral, Borrower or Guarantor.
Except as contemplated in Section 8.2.6 [Liquidations, Mergers, Consolidations,
Acquisitions], Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 11.15.2 [Release
of Foreign Borrowers and Foreign Guarantors], release all or substantially all of the Collateral or
any Borrower or Guarantor from its Obligations under the Loan Documents without the consent of all
Lenders (other than Defaulting Lenders); or



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               11.1.4 Miscellaneous.
Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions, Etc.] or
Section 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any provision regarding
the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any
action or reduce any percentage specified in the definition of Required Lenders, in each case
without the consent of all of the Lenders (other than Defaulting Lenders);


provided that no agreement, waiver or consent which would modify the interests, rights or
obligations of the Administrative Agent or the Issuing Lender may be made without the written
consent of such Administrative Agent or Issuing Lender, as applicable, and provided,
further that, if in connection with any proposed waiver, amendment or modification referred to
in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not obtained (each a
“Non-Consenting Lender”), then the Borrowers shall have the right to replace any such
Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement
of a Lender].




     11.2 No Implied Waivers; Cumulative Remedies.
No course of dealing and no delay or failure of the Administrative Agent or any Lender in
exercising any right, power, remedy or privilege under this Agreement or any other Loan Document
shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any further exercise thereof or of any other right,
power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders
under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or
remedies which they would otherwise have.



     11.3 Expenses; Indemnity; Damage Waiver.



               11.3.1 Costs and Expenses.
The Borrowers shall pay (i) all out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who
may be employees of the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Issuing Lender in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the Issuing Lender), and shall pay all fees and time charges
for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender,
in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the
Administrative Agent’s regular employees and agents engaged periodically to perform audits of the
Loan Parties’ books, records and business properties.



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               11.3.2 Indemnification by the Borrowers.
The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all
fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,
incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the
Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) breach of representations, warranties or covenants of the
Borrowers or any other Loan Party under the Loan Documents, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, including any such
items or losses relating to or arising under Environmental Laws or pertaining to environmental
matters, whether based on contract, tort or any other theory, whether brought by a third party or
by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the
Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan
Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.



               11.3.3 Reimbursement by Lenders.
To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required
under Section 11.3.1 [Costs and Expenses] or Section 11.3.2 [Indemnification by the Borrowers] to
be paid by them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender or any
Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such
Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in
its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity.



               11.3.4 Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable Law, the Borrowers shall not assert, and each of
the Borrowers hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in



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connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in
Section 11.3.2 [Indemnification by Borrowers] shall be liable for any damages arising from the use
by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.




               11.3.5 Payments.
All amounts due under this Section shall be payable not later than ten (10) days after demand
therefor.



     11.4 Holidays.
Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a
Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2
[Interest Periods]) and such extension of time shall be included in computing interest and fees,
except that the Loans shall be due on the Business Day preceding the Expiration Date or if the
Expiration Date is not a Business Day. Whenever any payment or action to be made or taken
hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a
Business Day, such payment or action shall be made or taken on the next following Business Day, and
such extension of time shall not be included in computing interest or fees, if any, in connection
with such payment or action.



     11.5 Notices; Effectiveness; Electronic Communication.



               11.5.1 Notices Generally.
Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopier (i) if to a
Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other
Person, to it at its address set forth on Schedule 1.1(B).



          Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section.




               11.5.2 Electronic Communications.
Notices and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the
Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Section by electronic communication. The Administrative Agent or the
Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications. Unless the
Administrative Agent otherwise prescribes,



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(i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address
therefor.




               11.5.3 Change of Address, Etc.
Any party hereto may change its address, e-mail address or telecopier number for notices and
other communications hereunder by notice to the other parties hereto.



     11.6 Severability.
The provisions of this Agreement are intended to be severable. If any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.



     11.7 Duration; Survival.
All representations and warranties of the Loan Parties contained herein or made in connection
herewith shall survive the execution and delivery of this Agreement, the completion of the
transactions hereunder and Payment In Full. All covenants and agreements of the Borrowers
contained herein relating to the payment of principal, interest, premiums, additional compensation
or expenses and indemnification, including those set forth in the
Notes, Section 5 [Payments] and
Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other
covenants and agreements of the Loan Parties shall continue in full force and effect from and after
the date hereof and until Payment In Full.



     11.8 Successors and Assigns.



               11.8.1 Successors and Assigns Generally.
The provisions of this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns permitted hereby, except that neither
any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders],
(ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations],
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 11.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.



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               11.8.2 Assignments by Lenders.
Any Lender may at any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that any such assignment shall be subject to the following
conditions:



          (i) Minimum Amounts.




                    (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need
be assigned, except as set forth in Section 11.8.8 [Netherlands Bank Rules]; and



                    (B) in any case not described in clause (i)(A) of this Section 11.8.2, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption
Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be
less than $10,000,000, in the case of any assignment in respect of the Revolving Credit Commitment
of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to
be unreasonably withheld or delayed).



          (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned.




          (iii) Required Consents. No consent shall be required for any assignment except for
the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and:




                    (A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed)
shall be required unless (x) an Event of Default has occurred and is continuing at the time of such
assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Borrowers shall be deemed to have consented to any such assignment unless
they have objected thereto by written notice to the Administrative Agent within five (5) Business
Days after having received notice thereof; and



                    (B) the consent of the Issuing Lender (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit (whether or not then outstanding).



          (iv) Assignment and Assumption Agreement. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together
with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an administrative questionnaire provided by the Administrative
Agent.






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          (v) No Assignment to Borrowers. No such assignment shall be made to the Borrowers or
any of the Borrowers’ Affiliates or Subsidiaries.




          (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural
person.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8.3
[Register], from and after the effective date specified in each Assignment and Assumption
Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption Agreement, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
Section 4.4 [Euro-Rate
Unascertainable; Illegality; Increased Costs; Deposits Not
Available], Section 5.8 [Increased
Costs], and Section 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section
11.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with Section 11.8.4 [Participations].




               11.8.3 Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such
register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat
each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.



               11.8.4 Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the
Administrative Agent, sell participations to any Person (other than a natural person or the
Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the Lenders, Issuing Lender shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement.



          Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver with respect to





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Section 11.1.1
[Increase of Commitment, Etc.], Section 11.1.2 [Extension of Payment, Etc.], or Section 11.1.3
[Release of Collateral or Guarantor]). Subject to Section 11.8.5 [Limitations upon Participant
Rights Successors and Assigns Generally], each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 4.4 [Euro-Rate Unascertainable; Illegality; Increased Costs;
Deposits Not Available] and Section 5.8 [Increased Costs] to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by
Lenders].




               11.8.5 Limitations upon Participant Rights Successors and Assigns Generally.
A Participant shall not be entitled to receive any greater payment under Section 5.8
[Increased Costs], Section 5.9 [Taxes] or Section 11.3 [ Expenses; Indemnity; Damage Waiver] than
the applicable Lender would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is made with the
Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 5.9 [Taxes] unless the Borrowers are notified of
the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 5.9.5 [Status of Lenders] as though it were a Lender.



               11.8.6 Certain Pledges; Successors and Assigns Generally.
Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.



               11.8.7 Disapplication or Amendment of the Swiss Bank Rules.



     If the Non-Bank Rules are disapplied or amended in any material respect from their form as of
the date hereof, the Swiss Borrowers or the Administrative Agent may (and the Administrative Agent
shall, at the request of the Lenders) request in writing to the Administrative Agent or the Swiss
Borrowers, respectively, that this Agreement be amended to reflect such change. Thereafter, the
Swiss Borrowers and the Lenders shall enter into discussions with a view to agreeing on any
amendments required to be made to this Agreement to place the Swiss Borrowers and the Lenders in
substantially the same position (or otherwise in a position acceptable to the Swiss Borrower and
the Lenders) from a Swiss withholding Tax viewpoint as they would have been in if the change
notified under this Section 11.8.7 had not happened. Any agreement between the Swiss Borrowers and
the Administrative Agent will be, with the prior consent of the Lenders, binding on all the parties
hereto; if no agreement is reached under this Section 11.8.7, this Agreement shall continue in
effect in accordance with its terms.



               11.8.8 Netherlands Bank Rules.



     The share of each new Lender located in or organized under the laws of the Netherlands and the
share of each new Lender hereunder in the Loans to a Netherlands Borrower (or its portion in the
rights and obligations relating to such Loans transferred by an existing Lender) shall initially be
at least the Dollar Equivalent of EUR 50,000 or such new Lender shall otherwise qualify as a
Professional Market Party, and each such new Lender shall confirm the foregoing on the date on
which it becomes a Lender hereunder by execution and delivery of its



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Assignment and Assumption
Agreement in which the new Lender confirms that it is a Professional Market Party.




     11.9 Confidentiality.



               11.9.1 General.
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates
and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the extent requested by
any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) in connection with the exercise of any remedies hereunder or under any
other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this Section, to (A) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrowers and their obligations, (vii) with the consent of
the Borrowers or (viii) to the extent such Information (Y) becomes publicly available other than as
a result of a breach of this Section or (Z) becomes available to the Administrative Agent, any
Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrowers or the other Loan Parties.



               11.9.2 Sharing Information With Affiliates of the Lenders.
Each Loan Party acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrowers or one or more of their Affiliates (in
connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any
information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this
Agreement to any such Subsidiary or Affiliate subject to the
provisions of Section 11.9.1
[General].



     11.10 Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents, and any separate
letter agreements with respect to fees payable to the Administrative Agent, constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof including any
prior confidentiality agreements and commitments. Except as provided
in Section 7 Conditions Of
Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other
parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this
Agreement.



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     11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.



               11.11.1 Governing Law.
This Agreement shall be deemed to be a contract under the Laws of the State of New York
without regard to its conflict of laws principles. Each standby Letter of Credit issued under this
Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the
International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of
the International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by the
Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the
extent not inconsistent therewith, the Laws of the State of New York without regard to is conflict
of laws principles.



               11.11.2 SUBMISSION TO JURISDICTION.
EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND OF THE SOUTHERN UNITED STATES DISTRICT COURT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.



               11.11.13 WAIVER OF VENUE.
EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.11. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT
ASSERT ANY SUCH DEFENSE.



               11.11.14 SERVICE OF PROCESS.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED



111









 




FOR
NOTICES IN SECTION 11.5  [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.




               11.11.15 WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     11.12 USA Patriot Act Notice.
Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements
of the USA Patriot Act, it is required to obtain, verify and record information that identifies the
Loan Parties, which information includes the name and address of Loan Parties and other information
that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in
accordance with the USA Patriot Act.



     11.13 Borrower Agent.
Each of the Borrowers hereby irrevocably appoints the Company as its agent for the Borrowers
for purposes of requesting, continuing and converting Loans (including all elections of interest
rates and currencies), for delivering notices as to prepayments and commitment reductions and for
providing consents pursuant to clauses (i) and (iii) of
Section 11.8.2 [Assignments by Lenders].
The Administrative Agent shall be entitled to rely in such matters on all communications delivered
by the Company as being delivered on behalf of all Borrowers.



     11.14 Foreign Borrowers and Foreign Guarantors.



               11.14.1 Generally.
Without limiting the joint and several nature of all Domestic Borrowers’ Obligations, the
Obligations of the Foreign Borrowers shall be several in nature, and the Obligations of the Foreign
Guarantors shall be limited if and to the extent expressly set forth in the Guaranty Agreement.



               11.14.2 Liability of Foreign Borrowers.
The parties intend that this Agreement shall in all circumstances be interpreted to provide
that each Foreign Borrower is liable only for Loans made to such Foreign Borrower, interest on such
Loans, such Foreign Borrower’s reimbursement obligations with respect to any Letter of Credit
issued for its account and its ratable share of any of the other Obligations, including, without
limitation, general fees, reimbursements, indemnities and charges hereunder and under any other
Loan Document that are attributable, or attributed as a ratable share, to it. The liability of
each Foreign Borrower for the



112









 




payment of any of the Obligations or the performance of its
covenants, representations and warranties set forth in this Agreement and the other Loan Documents
shall be several from but not joint with the Obligations of the Company and each other Loan Party.
Nothing in this Section 11.14 is intended to limit, nor shall it be deemed to limit, any of the
liability of the Company or any Domestic Loan Party for any of the Obligations, whether in its
primary capacity as a Borrower, as a Guarantor, at law or otherwise.




               11.14.3 Company as Agent.
Each Foreign Borrower, in addition to the appointment of the Company as the Borrowers’ agent
as provided in Section 11.13 [Borrower Agent], further hereby irrevocably appoints the Company as
its agent to receive the proceeds of any Loans made by the Lender to any such Foreign Borrower
hereunder. The Administrative Agent shall be entitled to rely in such matters on all communications
delivered by the Company as being delivered on behalf of the Foreign Borrowers.



     11.15 Joinder of Guarantors and Borrowers; Release of Foreign Borrowers and Foreign
Guarantors.



               11.15.1 Joinder of Guarantors and Borrowers.
Any Subsidiary of the Company which is required to join this Agreement as a Guarantor, or any
Subsidiary of the Company which elects to join this Agreement as a Borrower, pursuant in each case
to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures], shall execute and deliver to the
Administrative Agent (i) a Guarantor Joinder or Borrower Joinder, as applicable, pursuant to which
it shall, after acceptance of such Guarantor Joinder or Borrower Joinder by the Administrative
Agent, join this Agreement as a Domestic Loan Party or Foreign Loan Party, as applicable, and join
each of the other Loan Documents to which the Domestic Loan Parties or Foreign Loan Parties, as
applicable, are parties, (ii) documents in the forms described in Section 7.1 [First Loans and
Letters of Credit] (or foreign jurisdictional equivalents, if any), modified as appropriate to
relate to such Subsidiary, and (iii) in the case of a new Domestic Loan Party, documents necessary
to grant and perfect Prior Security Interests in favor of the Administrative Agent for the benefit
of the Lenders in the Equity Interest of, and Collateral held by, such Subsidiary. Notwithstanding
the foregoing, no Foreign Borrower may be joined pursuant to this
Section 11.15.1 if its inclusion
as a Borrower under the Loan Documents would result in any adverse tax or other legal consequences
for the Lenders, as determined by the Administrative Agent. Joinder of each new Loan Party
pursuant to this Section 11.15.1 shall be subject to compliance with all the other terms and
conditions set forth in this Agreement and the other Loan Documents, including without limitation
Section 8.1.7 [Compliance with Laws; Use of Proceeds]
and Section 5.9 [Taxes].



               11.15.2 Release of Foreign Borrowers and Foreign Guarantors.
Any Foreign Borrower may from time to time deliver a termination notice to the Administrative
Agent requesting that it no longer be a party hereto. Such termination shall be effective five (5)
Business Days after receipt by the Administrative Agent so long as all Obligations of such Foreign
Borrower have been paid in full (including principal, interest and all other amounts) and no Letter
of Credit issued for the account or benefit of such Foreign Borrower is outstanding;
provided that, to the extent this Agreement or any other Loan Document provides for the
survival of certain provisions upon termination hereof, such surviving provisions shall survive a
termination under this subsection with respect to any such Foreign Borrower. Following receipt of
such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such
Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the



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joinder
provisions of Section 11.15.1 [Joinder of Guarantors and Borrowers]. If the release of a Foreign
Borrower pursuant to this Section 11.15.2 results in no Obligations which are, or could be,
guarantied by a Foreign Guarantor under the Guaranty Agreement, then such Foreign Guarantor may
also deliver a termination notice to the Administrative Agent requesting that it no longer be a
party hereto, which termination shall be effective five (5) Business Days after receipt by the
Administrative Agent so long as all Obligations of such Foreign Guarantor have been paid in full
(including principal, interest and all other amounts) and no Letter of Credit issued for the
account or benefit of such Foreign Guarantor is outstanding; provided that, to the
extent this Agreement or any other Loan Document provides for the survival of certain provisions
upon termination hereof, such surviving provisions shall survive a termination under this
subsection with respect to any such Foreign Guarantor.




[SIGNATURE PAGES FOLLOW]





114











 





     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized,
have executed this Agreement as of the day and year first above written.



	 	 	 	 	 
	 	BORROWERS: 



INVACARE CORPORATION

an Ohio corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE AUSTRALIA PTY. LTD.

an Australian proprietary limited company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney 
October 21, 2010	 
	 
	 	INVACARE CANADA GENERAL PARTNER INC.

a Canadian corporation,

as general partner of, and for and on behalf of,

INVACARE CANADA L.P.

an Ontario limited partnership

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	SCANDINAVIAN MOBILITY INTERNATIONAL APS a Danish limited

liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE GERMANY HOLDING GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDINGS C.V.

a limited partnership (commanditaire vennootschap)

established under the laws of the Netherlands

by Invacare Holdings, LLC

an Ohio limited liability company

as general partner (beherend vennoot)

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 




 









 





BORROWERS (continued):




	 	 	 	 	 
	 	INVACARE HOLDINGS NEW ZEALAND

a New Zealand corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 



	 	 	 	 	 	 	 

	Witness:  

	 	Signature:
	 	/s/ Rachel Ann Sabato
	 	 
	 

	 	 	 	 	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






	 	 	 	 	 
	 	INVACARE HOLDING AS

a Norwegian corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDING TWO AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE INTERNATIONAL SÀRL

a Swiss corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE LIMITED

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Acting Name:  	Robert K. Gudbranson 	 
	 	Title:  	Director 	 



	 	 	 	 	 	 	 

	In presence of:  

	 	Signature:
	 	/s/ Rachel Ann Sabato
	 	 
	 

	 	 	 	 	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






 









 





	 	 	 	 	 
	 	DOMESTIC GUARANTORS:



ADAPTIVE SWITCH LABORATORIES, INC.

THE AFTERMARKET GROUP, INC.

ALTIMATE MEDICAL, INC.

CENTRALIZED MEDICAL EQUIPMENT LLC

CHAMPION MANUFACTURING INC.

FAMILY MEDICAL SUPPLY LLC

THE HELIXX GROUP, INC.

INVACARE CANADIAN HOLDINGS, INC.

INVACARE CANADIAN HOLDINGS, LLC

INVACARE CONTINUING CARE, INC.

INVACARE CREDIT CORPORATION

INVACARE FLORIDA CORPORATION

INVACARE HOLDINGS, LLC

INVACARE INTERNATIONAL CORPORATION

INVACARE SUPPLY GROUP, INC.

INVAMEX HOLDINGS LLC

KUSCHALL, INC.

ROADRUNNER MOBILITY, INCORPORATED

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	FREEDOM DESIGNS, INC.

a California corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	GARDEN CITY MEDICAL INC.

a Delaware corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Vice President 	 
	 




 









 





DOMESTIC GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE FLORIDA HOLDINGS, LLC

a Delaware limited liability company

 	 
	 	By:  	/s/ Gerald B. Blouch
 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 
	 	INVACARE HCS, LLC

an Ohio limited liability company

 	 
	 	By:  	/s/ Gerald B. Blouch
 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	FOREIGN GUARANTORS:



HEALTHCARE EQUIPMENT WA PTY. LTD.

an Australian proprietary limited company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 
October 22, 2010	 
	 
	 	HOME HEALTH EQUIPMENT PTY. LTD

an Australian proprietary limited company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 
October 22, 2010	 
	 
	 	MORRIS SURGICAL PTY. LTD

an Australian proprietary limited company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 
October 22, 2010	 
	 
	 	6123449 CANADA INC.

a Canadian corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CARROLL HEALTHCARE GENERAL PARTNER, INC.

an Ontario corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 




 









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	CARROLL HEALTHCARE INC.

an Ontario corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CARROLL HEALTHCARE GENERAL PARTNER, INC.

an Ontario corporation,

as general partner of, and for and on behalf of,

CARROLL HEALTHCARE L.P.

an Ontario limited partnership

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADA GENERAL PARTNER INC.

a Canadian corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	6123449 CANADA INC.

a Canadian corporation,

as general partner of, and for and on behalf of,

MOTION CONCEPTS L.P.

an Ontario limited partnership

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	PERPETUAL MOTION ENTERPRISES LIMITED

an Ontario corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 




 









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE A/S

a Danish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE EC-HØNG A/S

a Danish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE B.V.

a Dutch private company with limited liability

(besloten vennootschap met beperkte aansprakelijkheid)

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDINGS TWO B.V.

a Dutch private company with limited liability

(besloten vennootschap met beperkte aansprakelijkheid)

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	AQUATEC OPERATIONS GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE AQUATEC GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 




 









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE (DEUTSCHLAND) GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	SCANDINAVIAN MOBILITY GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	ULRICH ALBER GMBH

a German corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	DYNAMIC CONTROLS

a New Zealand corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 



	 	 	 	 	 	 	 

	Witness:  

	 	Signature:
	 	/s/ Rachel Ann Sabato	 	 
	 

	 	 	 	 

	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






	 	 	 	 	 
	 	DYNAMIC SUZHOU HOLDINGS NEW ZEALAND

a New Zealand corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 



	 	 	 	 	 	 	 

	Witness:  

	 	Signature:
	 	/s/ Rachel Ann Sabato	 	 
	 

	 	 	 	 

	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






 









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE NEW ZEALAND

a New Zealand corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 



	 	 	 	 	 	 	 

	Witness:  

	 	Signature:
	 	/s/ Rachel Ann Sabato	 	 
	 

	 	 	 	 

	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






	 	 	 	 	 
	 	INVACARE AS

a Norwegian corporation

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	DOLOMITE AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	DOLOMITE HOLDING AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 




 









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE HOLDING AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE DOLOMITE AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE REA AB

a Swedish limited liability company

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE UK OPERATIONS LIMITED

 	 
	 	By:  	/s/ Robert K. Gudbranson
 	 
	 	Acting Name:  	Robert K. Gudbranson 	 
	 	Title:  	Director 	 



	 	 	 	 	 	 	 

	In presence of:  

	 	Signature:
	 	/s/ Rachel Ann Sabato	 	 
	 

	 	 	 	 

	 	 
	 

	 	Full Name:
	 	Rachel Ann Sabato	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	 Paralegal/Notary	 	 






 









 





SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES



Part 1 — Commitments of Lenders and Addresses for Notices to Lenders




	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 
	 	 	Amount of Commitment for	 	 	 	 
	Lender	 	Revolving Credit Loans	 	 	Ratable Share	 
	Name: PNC Bank, National Association

Address: 1900 East Ninth Street

Cleveland, OH 44114

Attention: David A. Burns

Telephone: (216) 222-3061

Telecopy: (216) 222-7079
	 	$	55,000,000.00	 	 	 	13.750000000	%
	 
	 	 	 	 	 	 	 	 
	Name: KeyBank National Association

Address: 127 Public Square

Cleveland, OH 44114

Attention: Sukanya Raj

Telephone: (216) 689-7669

Telecopy: (216) 689-8329
	 	$	55,000,000.00	 	 	 	13.750000000	%
	 
	 	 	 	 	 	 	 	 
	Name: Bank of America, N.A.

Address: 100 N. Tryon St.

17th Floor

Charlotte, NC 28255

Attention: Yinghua Zhang

Telephone: (980) 387.5915

Telecopy: (980) 683.6305
	 	$	55,000,000.00	 	 	 	13.750000000	%
	 
	 	 	 	 	 	 	 	 
	Name: RBS Citizens, N.A.

Address: 1215 Superior Avenue, 5th Floor

Cleveland, OH 44114

Attention: Joshua Botnick

Telephone: (216) 277-0250

Telecopy: (216) 277-1205
	 	$	40,000,000.00	 	 	 	10.000000000	%
	 
	 	 	 	 	 	 	 	 
	Name: SunTrust Bank

Address: 303 Peachtree St. NE, 23rd Fl

Atlanta, GA 30308

Attention: John Cappellari

Telephone: 404-813-6001

Telecopy: 404-214-8481
	 	$	30,000,000.00	 	 	 	7.500000000	%






SCHEDULE 1.1(B) - 1









 






	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 
	 	 	Amount of Commitment for	 	 	 	 
	Lender	 	Revolving Credit Loans	 	 	Ratable Share	 
	Name: JPMorgan Chase Bank, National Association

Address: 10 S. Dearborn, Fl 09

Chicago, IL 60603

Attention: Dana J Moran

Telephone: 312-732-8159

Telecopy: 312-212-5914
	 	$	30,000,000.00	 	 	 	7.500000000	%
	 
	 	 	 	 	 	 	 	 
	Name: DNB Nor Bank ASA, New York Branch

Address: 200 Park Avenue, 31st Floor

New York, NY 10166

Attention: Phil Kurpiewski

Telephone: (212) 681-3866

Telecopy: (212) 681-3900
	 	$	30,000,000.00	 	 	 	7.500000000	%
	 
	 	 	 	 	 	 	 	 
	Name: Nordea Bank Finland Plc

Address: 437 Madison Avenue

New York, NY 10022

Attention: Henrik Steffensen

Telephone: (212) 318-9303

Telecopy: (212) 318-9318
	 	$	25,000,000.00	 	 	 	6.250000000	%
	 
	 	 	 	 	 	 	 	 
	Name: HSBC Bank USA, N.A.

Address: One HSBC Center

Buffalo, NY 14203

Attention: Robert J. McArdle

Telephone: (716) 841-7410

Telecopy: (716) 841-6930
	 	$	20,000,000.00	 	 	 	5.000000000	%
	 
	 	 	 	 	 	 	 	 
	Name: The Huntington National Bank

Address: 41 South High Street (HC 0735)

Columbus, OH 43215

Attention: Amanda Sigg

Telephone: (614) 480-4767

Telecopy: (877) 274-8593
	 	$	20,000,000.00	 	 	 	5.000000000	%
	 
	 	 	 	 	 	 	 	 
	Name: FirstMerit Bank N.A.

Address: 106 S. Main Street

Akron, OH 44308

Attention: Robert G. Morlan

Telephone: (330) 996-6420

Telecopy: (330) 996-6394
	 	$	20,000,000.00	 	 	 	5.000000000	%
	 
	 	 	 	 	 	 	 	 
	Name: First Commonwealth Bank

Address: 437 Grant Street, Suite 1600

Pittsburgh, PA 15219

Attention: Stephen J. Orban

Telephone: (412) 690-2212

Telecopy: (412) 690-2206
	 	$	10,000,000.00	 	 	 	2.500000000	%






SCHEDULE 1.1(B) - 2









 






	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 
	 	 	Amount of Commitment for	 	 	 	 
	Lender	 	Revolving Credit Loans	 	 	Ratable Share	 
	Name: TriState Capital Bank

Address: 200 Public Square, Suite 3020

Cleveland, OH 44114

Attention: Tricia Balser

Telephone: (216) 575-4002

Telecopy: (216) 575-7555
	 	$	10,000,000.00	 	 	 	2.500000000	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	400,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






SCHEDULE 1.1(B) - 3









 






SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES



Part 2 — Addresses for Notices to Borrowers and Guarantors:




ADMINISTRATIVE AGENT




Name: PNC Bank, National Association

Address: 1900 East Ninth Street

Cleveland, OH 44114

Attention: David A. Burns

Telephone:   (216) 222-3061

Telecopy:     (216) 222-7079




With a Copy To:




Agency Services, PNC Bank, National Association

Mail Stop: P7-PFSC-04-I

Address: 500 First Avenue

Pittsburgh, PA 15219

Attention:     Agency Services

Telephone:   (412) 762-6442

Telecopy:     (412) 762-8672




BORROWERS:




	 	 	 	 	 

	INVACARE CORPORATION, an Ohio corporation
	 	 	 	 
	INVACARE AUSTRALIA PTY. LTD., an Australian proprietary limited company
	 	 	 	 
	INVACARE CANADA L.P., an Ontario limited partnership
	 	 	 	 
	SCANDINAVIAN MOBILITY INTERNATIONAL APS, a Danish limited liability company
	 	 	 	 
	INVACARE GERMANY HOLDING GMBH, a Germany corporation
	 	 	 	 
	INVACARE HOLDINGS C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands
	 	 	 	 
	INVACARE HOLDINGS NEW ZEALAND, a New Zealand corporation
	 	 	 	 
	INVACARE HOLDING AS, a Norwegian corporation
	 	 	 	 
	INVACARE HOLDINGS TWO AB, a Swedish limited liability company
	 	 	 	 
	INVACARE INTERNATIONAL SÀRL, a Swiss corporation
	 	 	 	 
	INVACARE LIMITED
	 	 	 	 
	For the above listed Borrowers, all Notices to Borrowers should be addressed to:
	 	 	 	 






	 	 	 

	Name:

	 	Invacare Corporation
	Address:

	 	One Invacare Way
	 

	 	Elyria, OH 44035
	Attention:

	 	Robert K. Gudbranson
	Telephone:

	 	(440) 329-6111
	Telecopy:

	 	(440) 366-9008






SCHEDULE 1.1(B) - 4









 






DOMESTIC GUARANTORS:




	 	 	 	 	 

	ADAPTIVE SWITCH LABORATORIES, INC., a Texas corporation
	 	 	 	 
	THE AFTERMARKET GROUP, INC., a Delaware corporation
	 	 	 	 
	ALTIMATE MEDICAL, INC., a Minnesota corporation
	 	 	 	 
	CENTRALIZED MEDICAL EQUIPMENT LLC, a Massachusetts limited liability company
	 	 	 	 
	CHAMPION MANUFACTURING INC., a Delaware corporation
	 	 	 	 
	FAMILY MEDICAL SUPPLY LLC, a Delaware limited liability company
	 	 	 	 
	FREEDOM DESIGNS, INC., a California corporation
	 	 	 	 
	GARDEN CITY MEDICAL INC., a Delaware corporation
	 	 	 	 
	THE HELIXX GROUP, INC., an Ohio corporation
	 	 	 	 
	INVACARE CANADIAN HOLDINGS, INC., a Delaware corporation
	 	 	 	 
	INVACARE CANADIAN HOLDINGS, LLC, a Delaware limited liability company
	 	 	 	 
	INVACARE CONTINUING CARE, INC., a Missouri corporation
	 	 	 	 
	INVACARE CREDIT CORPORATION, an Ohio corporation
	 	 	 	 
	INVACARE FLORIDA CORPORATION, a Delaware corporation
	 	 	 	 
	INVACARE FLORIDA HOLDINGS, LLC, a Delaware limited liability company
	 	 	 	 
	INVACARE HCS, LLC, an Ohio limited liability company
	 	 	 	 
	INVACARE HOLDINGS, LLC, an Ohio limited liability company
	 	 	 	 
	INVACARE INTERNATIONAL CORPORATION, an Ohio corporation
	 	 	 	 
	INVACARE SUPPLY GROUP, INC., a Massachusetts corporation
	 	 	 	 
	INVAMEX HOLDINGS LLC. an Delaware limited liability company
	 	 	 	 
	KUSCHALL, INC., a Delaware corporation
	 	 	 	 
	ROADRUNNER MOBILITY, INCORPORATED, a Texas corporation
	 	 	 	 






FOREIGN GUARANTORS:




	 	 	 	 	 

	HEALTHCARE EQUIPMENT WA PTY. LTD., an Australian proprietary limited company
	 	 	 	 
	HOME HEALTH EQUIPMENT PTY. LTD, an Australian proprietary limited company
	 	 	 	 
	MORRIS SURGICAL PTY. LTD, an Australian proprietary limited company
	 	 	 	 
	6123449 CANADA INC., a Canadian corporation
	 	 	 	 
	CARROLL HEALTHCARE GENERAL PARTNER, INC., an Ontario corporation
	 	 	 	 
	CARROLL HEALTHCARE INC., an Ontario corporation
	 	 	 	 
	CARROLL HEALTHCARE L.P., an Ontario limited partnership
	 	 	 	 
	INVACARE CANADA GENERAL PARTNER INC., a Canadian corporation
	 	 	 	 
	MOTION CONCEPTS L.P., an Ontario limited partnership
	 	 	 	 
	PERPETUAL MOTION ENTERPRISES LIMITED, an Ontario corporation
	 	 	 	 
	INVACARE A/S, a Danish limited liability company
	 	 	 	 
	INVACARE EC-HØNG A/S, a Danish limited liability company
	 	 	 	 
	INVACARE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
	 	 	 	 
	INVACARE HOLDINGS TWO B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid
	 	 	 	 
	AQUATEC OPERATIONS GmbH, a German corporation
	 	 	 	 
	INVACARE AQUATEC GMBH, a German corporation
	 	 	 	 
	INVACARE (DEUTSCHLAND) GMBH, a German corporation
	 	 	 	 
	SCANDINAVIAN MOBILITY GMBH, a German corporation
	 	 	 	 
	ULRICH ALBER GMBH, a German corporation
	 	 	 	 






SCHEDULE 1.1(B) - 5









 






	 	 	 	 	 

	DYNAMIC CONTROLS, a New Zealand corporation
	 	 	 	 
	DYNAMIC SUZHOU HOLDINGS NEW ZEALAND, a New Zealand corporation
	 	 	 	 
	INVACARE NEW ZEALAND, a New Zealand corporation
	 	 	 	 
	INVACARE AS, a Norwegian limited liability company
	 	 	 	 
	DOLOMITE AB, a Swedish limited liability company
	 	 	 	 
	DOLOMITE HOLDING AB, a Swedish limited liability company
	 	 	 	 
	INVACARE AB, a Swedish limited liability company
	 	 	 	 
	INVACARE HOLDING AB, a Swedish limited liability company
	 	 	 	 
	INVACARE DOLOMITE AB, a Swedish limited liability company
	 	 	 	 
	INVACARE REA AB, a Swedish limited liability company
	 	 	 	 
	INVACARE UK OPERATIONS LIMITED
	 	 	 	 





For the above listed Domestic Guarantors and Foreign Guarantors, all Notices to Guarantors should
be addressed to:




	 	 	 

	Name:

	 	Invacare Corporation
	Address:

	 	One Invacare Way
	 

	 	Elyria, OH 44035
	Attention:

	 	Robert K. Gudbranson
	Telephone:

	 	(440) 329-6111
	Telecopy:

	 	(440) 366-9008











SCHEDULE 1.1(B) - 6









 








SCHEDULE 1.1(D)




DOMESTIC EXCLUDED SUBSIDIARIES




	 	 	 	 	 

	I.H.H. CORP.
	 	 	 	 
	INVATECTION INSURANCE COMPANY
	 	 	 	 
	MEDBLOC, INC.
	 	 	 	 






 









 





SCHEDULE 1.1(F)




FOREIGN EXCLUDED SUBSIDIARIES




	 	 	 	 	 

	INVAMEX, S. DE R.L. DE C.V.
	 	 	 	 
	INVACARE MAURITIUS HOLDINGS
	 	 	 	 
	INVACARE ASIA LTD.
	 	 	 	 
	INVACARE REHABILITATION EQUIPMENT (SUZHOU) COMPANY, LTD.
	 	 	 	 
	INVACARE MEDICAL EQUIPMENT (SUZHOU) COMPANY, LTD.
	 	 	 	 
	INVACARE PORTUGAL LDA
	 	 	 	 
	INVACARE SA
	 	 	 	 
	INVACARE (PORTUGAL) II LDA
	 	 	 	 
	INVACARE MECCSAN SRL
	 	 	 	 
	DYNAMIC EUROPE LTD.
	 	 	 	 
	DYNAMIC CONNECT (SUZHOU) HI TECH ELECTRONICS CO. LTD.
	 	 	 	 
	KUSCHALL AG
	 	 	 	 
	INVACARE AG
	 	 	 	 
	INVACARE FRANCE OPERATIONS SAS
	 	 	 	 
	INVACARE POIRIER SAS
	 	 	 	 
	INVACARE NV
	 	 	 	 
	BENCRAFT LIMITED
	 	 	 	 
	POIRIER (U.K.) LIMITED
	 	 	 	 
	MEDICAL SUPPORT SYSTEMS HOLDINGS LIMITED
	 	 	 	 
	INVACARE IRELAND LTD.
	 	 	 	 
	M.S.S. CARE DIRECT LIMITED
	 	 	 	 
	M.S.S. (EUROPE) LIMITED
	 	 	 	 
	MEDICAL SUPPORT SYSTEMS LIMITED
	 	 	 	 
	INVACARE (UK) LIMITED
	 	 	 	 
	INVACARE VERWALTUNGS GMBH
	 	 	 	 
	INVACARE AUSTRIA GMBH
	 	 	 	 
	ALBER GMBH
	 	 	 	 
	SCI DES HAUTES ROCHES
	 	 	 	 






 









 





SCHEDULE 1.1(M)




MATERIAL SUBSIDIARIES




	 	 	 	 	 

	INVACARE CORPORATION
	 	 	 	 
	INVACARE AUSTRALIA PTY. LTD.
	 	 	 	 
	INVACARE CANADA L.P.
	 	 	 	 
	INVACARE GERMANY HOLDING GMBH
	 	 	 	 
	INVACARE HOLDING AS
	 	 	 	 
	INVACARE HOLDINGS C.V.
	 	 	 	 
	INVACARE HOLDINGS NEW ZEALAND
	 	 	 	 
	INVACARE HOLDING TWO AB
	 	 	 	 
	INVACARE INTERNATIONAL SÀRL
	 	 	 	 
	INVACARE LIMITED
	 	 	 	 
	SCANDINAVIAN MOBILITY INTERNATIONAL APS
	 	 	 	 
	 
	 	 	 	 
	ADAPTIVE SWITCH LABORATORIES, INC.
	 	 	 	 
	ALTIMATE MEDICAL, INC.
	 	 	 	 
	CENTRALIZED MEDICAL EQUIPMENT LLC
	 	 	 	 
	CHAMPION MANUFACTURING INC.
	 	 	 	 
	FAMILY MEDICAL SUPPLY LLC
	 	 	 	 
	FREEDOM DESIGNS, INC.
	 	 	 	 
	GARDEN CITY MEDICAL INC.
	 	 	 	 
	INVACARE CANADIAN HOLDINGS, INC.
	 	 	 	 
	INVACARE CANADIAN HOLDINGS, LLC
	 	 	 	 
	INVACARE CONTINUING CARE, INC.
	 	 	 	 
	INVACARE CREDIT CORPORATION
	 	 	 	 
	INVACARE FLORIDA CORPORATION
	 	 	 	 
	INVACARE FLORIDA HOLDINGS, LLC
	 	 	 	 
	INVACARE HCS, LLC
	 	 	 	 
	INVACARE HOLDINGS, LLC
	 	 	 	 
	INVACARE INTERNATIONAL CORPORATION
	 	 	 	 
	INVACARE SUPPLY GROUP, INC.
	 	 	 	 
	INVAMEX HOLDINGS LLC
	 	 	 	 
	KUSCHALL, INC.
	 	 	 	 
	ROADRUNNER MOBILITY, INCORPORATED
	 	 	 	 
	THE AFTERMARKET GROUP, INC.
	 	 	 	 
	THE HELIXX GROUP, INC.
	 	 	 	 
	 
	 	 	 	 
	6123449 CANADA INC.
	 	 	 	 
	AQUATEC OPERATIONS GMBH
	 	 	 	 
	CARROLL HEALTHCARE GENERAL PARTNER, INC.
	 	 	 	 
	CARROLL HEALTHCARE INC.
	 	 	 	 
	CARROLL HEALTHCARE L.P.
	 	 	 	 
	DOLOMITE AB
	 	 	 	 
	DOLOMITE HOLDING AB
	 	 	 	 
	DYNAMIC CONTROLS
	 	 	 	 






 









 






	 	 	 	 	 

	DYNAMIC SUZHOU HOLDINGS NEW ZEALAND
	 	 	 	 
	HEALTHCARE EQUIPMENT WA PTY. LTD.
	 	 	 	 
	HOME HEALTH EQUIPMENT PTY. LTD
	 	 	 	 
	INVACARE (DEUTSCHLAND) GMBH
	 	 	 	 
	INVACARE A/S
	 	 	 	 
	INVACARE AB
	 	 	 	 
	INVACARE AQUATEC GMBH
	 	 	 	 
	INVACARE AS
	 	 	 	 
	INVACARE B.V.
	 	 	 	 
	INVACARE CANADA GENERAL PARTNER INC.
	 	 	 	 
	INVACARE DOLOMITE AB
	 	 	 	 
	INVACARE EC-HØNG A/S
	 	 	 	 
	INVACARE HOLDING AB
	 	 	 	 
	INVACARE HOLDINGS TWO B.V.
	 	 	 	 
	INVACARE NEW ZEALAND
	 	 	 	 
	INVACARE REA AB
	 	 	 	 
	INVACARE UK OPERATIONS LIMITED
	 	 	 	 
	MORRIS SURGICAL PTY. LTD
	 	 	 	 
	MOTION CONCEPTS L.P.
	 	 	 	 
	PERPETUAL MOTION ENTERPRISES LIMITED
	 	 	 	 
	SCANDINAVIAN MOBILITY GMBH
	 	 	 	 
	ULRICH ALBER GMBH
	 	 	 	 






 









 





SCHEDULE 1.1(P)




PERMITTED LIENS



See Schedule 1.1(P) attached.





 











 





SCHEDULE 1.1(P)




INVACARE CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Corp.

Invacare Florida Corp. 

d/b/a Invacare

(defendants)

	 	Carrington Smith

(plaintiff)
	 	Pinellas County

Florida
	 	 	09.22.09	 	 	09-CA 16805
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corp.

Invacare Florida Corp. 

d/b/a Invacare

(defendants)

	 	National City Bank, as Multicurrency Collateral Agent
	 	Seminole County

Florida
	 	 	02.13.07	 	 	 	2007022559*	 	 	fixture
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

St John’s Mercy Health Services, L.L.C. 

St John’s Mercy Health System 

Sisters of Mercy Health System

(defendants)

	 	Rosene Ruzzo

(plaintiff)
	 	St. Louis County
Missouri
	 	 	01.29.09	 	 	09SL-CC00436
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

(movant/defendant/cross claimant/
 cross defendant) et al.

	 	Dr. Milton Prystowsky
(plaintiff) et al.
	 	U.S. District Court 

New Jersey District
	 	 	01.04.07	 	 	07-CV-00072-SDW-MCA
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

(defendant)

	 	Federal Insurance Company

(plaintiff)
	 	Middlesex County

New Jersey
	 	 	08.03.09	 	 	 	J 257434 09	 	 	judgment lien in Bergen County
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	LaSalle National Leasing Corporation
	 	Ohio

Secretary of State
	 	 	04.11.01	 	 	AP328066
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Citicorp Del Lease, Inc. As Agent For Harrison Credit Corp.
	 	Ohio

Secretary of State
	 	 	09.21.01	 	 	OH00038885573
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	NMHG Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	06.10.03	 	 	OH00064882084
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	LaSalle National Leasing Corporation

Deutsche Financial Services Corporation
	 	Ohio

Secretary of State
	 	 	11.18.03	 	 	OH00070848969
	 	listed equipment






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Steelcase Financial Services Inc.
	 	Ohio

Secretary of State
	 	 	11.09.04	 	 	OH00083364483
	 	leased furniture and equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Steelcase Financial Services 

Inc.
(assignor) 


De Lage Landen Financial Services
Inc.
(assignee)
	 	Ohio

Secretary of State
	 	 	12.28.04	 	 	 	20043640520	 	 	leased furniture and equipment partial assignment of OH00083364483
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Steelcase Financial Services

Inc.
(assignor)


De Lage Landen Financial Services 

Inc.
(assignee)
	 	Ohio

Secretary of State
	 	 	02.15.05	 	 	 	20050470662	 	 	leased furniture and equipment
partial assignment of OH00083364483
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Breckenridge 

Invacare Corporation

	 	Intellipack, Inc.
	 	Ohio

Secretary of State
	 	 	01.24.05	 	 	OH00085786489
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	10.05.05	 	 	OH00094016661
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	10.05.05	 	 	OH00094016994
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	10.13.05	 	 	OH00094306242
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc
	 	Ohio

Secretary of State
	 	 	10.21.05	 	 	OH00094610772
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Dell Financial Services, L.P.
	 	Ohio

Secretary of State
	 	 	12.07.05	 	 	OH00096326175
	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	12.12.05	 	 	OH00096534742
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	12.22.05	 	 	OH00096933990
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	01.25.06	 	 	OH00098076227
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	02.17.06	 	 	OH00098820852
	 	specific computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	05.02.06	 	 	OH00101688937
	 	leased computer equipment






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	05.02.06	 	 	OH00101689161
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	07.07.06	 	 	OH00104167431
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	OFC Capital Corporation
	 	Ohio

Secretary of State
	 	 	07.07.06	 	 	OH00104167542
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	09.14.06	 	 	OH00106526889
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	09.20.06	 	 	OH00106756947
	 	specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital LLC
	 	Ohio

Secretary of State
	 	 	12.21.06	 	 	OH00110183372
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	12.28.06	 	 	OH00110419404
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	12.28.06	 	 	OH00110419626
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	01.31.07	 	 	OH00111510873
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	03.19.07	 	 	OH00112980788
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	De Lage Landen Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	04.05.07	 	 	OH00113715758
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	De Lage Landen Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	04.05.07	 	 	OH00113715970
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	National City Bank, as Administrative Agent
	 	Ohio

Secretary of State
	 	 	04.27.07	 	 	OH00114555345*
	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	05.18.07	 	 	OH00115306400
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	06.15.07	 	 	OH00116280425
	 	leased equipment and related software






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	De Lage Landen Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	06.29.07	 	 	OH00116809508
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	OFC Capital Corporation
	 	Ohio

Secretary of State
	 	 	08.01.07	 	 	OH00117868452
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	OFC Capital Corporation
	 	Ohio

Secretary of State
	 	 	08.01.07	 	 	OH00117868674
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Bank of Blue Valley
	 	Ohio

Secretary of State
	 	 	08.01.07	 	 	OH00117869020
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	10.01.07	 	 	OH00119687915
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	OFC Capital Corporation
	 	Ohio

Secretary of State
	 	 	10.11.07	 	 	OH00120109257
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	OFC Capital Corporation
	 	Ohio

Secretary of State
	 	 	10.11.07	 	 	OH00120109479
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	TCF Equipment Finance, Inc.
	 	Ohio

Secretary of State
	 	 	01.21.08	 	 	OH00123050013
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Toyota Motor Credit Corporation
	 	Ohio

Secretary of State
	 	 	01.22.08	 	 	OH00123163951
	 	specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	BancorpSouth Equipment Finance, a division of BancorpSouth Bank
	 	Ohio

Secretary of State
	 	 	02.13.08	 	 	OH00123859310
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	BancorpSouth Equipment Finance, a division of BancorpSouth Bank
	 	Ohio

Secretary of State
	 	 	02.13.08	 	 	OH00123859532
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation 

Invacare Top End

	 	Specialized Bicycle Components, Inc.
	 	Ohio

Secretary of State
	 	 	04.04.08	 	 	OH00125435667
	 	all inventory of goods and merchandise, materials and equipment now held or hereafter sold bearing the trade name Specialized
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	BancorpSouth Equipment Finance, a division of BancorpSouth Bank
	 	Ohio

Secretary of State
	 	 	04.11.08	 	 	OH00125697994
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	BancorpSouth Equipment Finance, a division of BancorpSouth Bank
	 	Ohio

Secretary of State
	 	 	04.11.08	 	 	OH00125699352
	 	leased computer equipment






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	04.23.08	 	 	OH00125956530
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	05.02.08	 	 	OH00126323075
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	05.29.08	 	 	OH00127068822
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	05.30.08	 	 	OH00127099190
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	06.27.08	 	 	OH00127827418
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	First Federal Leasing
	 	Ohio

Secretary of State
	 	 	07.28.08	 	 	OH00128529962
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	First Federal Leasing
	 	Ohio

Secretary of State
	 	 	07.28.08	 	 	OH00128530096
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	07.28.08	 	 	OH00128547637
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	08.07.08	 	 	OH00128749231
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	08.11.08	 	 	OH00128847007
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	08.14.08	 	 	OH00128908421
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	09.02.08	 	 	OH00129273829
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	09.02.08	 	 	OH00129274053
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	09.18.08	 	 	OH00129640919
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	10.01.08	 	 	OH00129955128
	 	leased equipment and related software






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	SG Equipment Finance USA Corp.
	 	Ohio

Secretary of State
	 	 	10.06.08	 	 	OH00130045819
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	10.06.08	 	 	OH00130045920
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	10.14.08	 	 	OH00130206912
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	10.14.08	 	 	OH00130207035
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	10.14.08	 	 	OH00130207146
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	De Lage Landen Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	10.14.08	 	 	OH00130222007
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	BancorpSouth Equipment Finance, a division of BancorpSouth Bank
	 	Ohio

Secretary of State
	 	 	10.15.08	 	 	OH00130295777
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	10.17.08	 	 	OH00130298925
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Crown Credit Company
	 	Ohio

Secretary of State
	 	 	10.29.08	 	 	OH00130565114
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	11.10.08	 	 	OH00130830490
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	11.11.08	 	 	OH00130851757
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	11.24.08	 	 	OH00131166533
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	11.26.08	 	 	OH00131284543
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit, LLC
	 	Ohio

Secretary of State
	 	 	12.11.08	 	 	OH00131536326
	 	leased equipment and related software






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	12.22.08	 	 	OH00131744993
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Park National Bank
	 	Ohio

Secretary of State
	 	 	01.06.09	 	 	OH00132058090
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	01.08.09	 	 	OH00132133363
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	01.12.09	 	 	OH00132176444
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	01.16.09	 	 	OH00132265544
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Bank of the West, Trinity Division
	 	Ohio

Secretary of State
	 	 	02.09.09	 	 	OH00132690565
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	SG Equipment Finance USA Corp.
	 	Ohio

Secretary of State
	 	 	03.18.09	 	 	OH00133392019
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio
 Secretary of State
	 	 	03.31.09	 	 	OH00133668185
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	IBM Credit LLC
	 	Ohio

Secretary of State
	 	 	04.20.09	 	 	OH00134089835
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	De Lage Landen Financial Services, Inc.
	 	Ohio

Secretary of State
	 	 	05.19.09	 	 	OH00134783392
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	06.11.09	 	 	OH00135312619
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Park National Bank
	 	Ohio

Secretary of State
	 	 	06.22.09	 	 	OH00135535469
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Breckenridge Paper & Packaging 

Invacare Corporation

	 	Intellipack, Inc.
	 	Ohio

Secretary of State
	 	 	06.24.09	 	 	OH00135571798
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	SG Equipment Finance USA Corp.
	 	Ohio

Secretary of State
	 	 	06.24.09	 	 	OH00135595314
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Bank of the West, Trinity Division
	 	Ohio

Secretary of State
	 	 	07.17.09	 	 	OH00136037333
	 	leased computer equipment






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Park National Bank
	 	Ohio

Secretary of State
	 	 	07.17.09	 	 	OH00136065120
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Breckenridge Paper and Packaging
Invacare Corporation

	 	Intellipack, Inc.
	 	Ohio

Secretary of State
	 	 	07.29.09	 	 	OH00136292696
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	SG Equipment Finance USA Corp.
	 	Ohio

Secretary of State
	 	 	08.05.09	 	 	OH00136419373
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	09.18.09	 	 	OH00137239160
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	09.18.09	 	 	OH00137240749
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	10.30.09	 	 	OH00138105421
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	11.03.09	 	 	OH00138211284
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	11.03.09	 	 	OH00138214654
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Bank, N.A.
	 	Ohio

Secretary of State
	 	 	11.03.09	 	 	OH00138215222
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Bank of the West, Trinity Division
	 	Ohio

Secretary of State
	 	 	12.17.09	 	 	OH00139106888
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	RBS Asset Finance, Inc.
	 	Ohio

Secretary of State
	 	 	02.06.10	 	 	OH00140143920
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	MacQuarie Equipment Finance, LLC
	 	Ohio

Secretary of State
	 	 	02.06.10	 	 	OH00140144154
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	03.18.10	 	 	OH00140851981
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	03.25.10	 	 	OH00141015576
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	03.25.10	 	 	OH00141015687
	 	leased computer equipment






 









 




SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Banc of America Leasing & Capital, LLC
	 	Ohio

Secretary of State
	 	 	04.05.10	 	 	OH00141232475
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	06.16.10	 	 	OH00142965964
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	RBS Asset Finance, Inc.
	 	Ohio

Secretary of State
	 	 	06.29.10	 	 	OH00143289638
	 	leased equipment and related software
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Tennessee Commerce Bank

Tamco Financial Services, LLC
	 	Ohio

Secretary of State
	 	 	07.21.10	 	 	OH00143793960
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Wells Fargo Equipment Finance, Inc.
	 	Ohio

Secretary of State
	 	 	08.04.10	 	 	OH00144139571
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	08.10.10	 	 	OH00144222619
	 	leased equipment, related software and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	08.30.10	 	 	OH00144621978
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	Isuzu Finance of America, Inc.
	 	Ohio

Secretary of State
	 	 	08.31.10	 	 	OH00144664948
	 	leaseed equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	08.31.10	 	 	OH00144670800
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	CSI Leasing, Inc.
	 	Ohio

Secretary of State
	 	 	08.31.10	 	 	OH00144683403
	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation
(plaintiff) et al.

	 	Medical Depot, Inc.
(defendant) et al.
	 	U.S. District Court
Northern District
Ohio
	 	 	07.21.09	 	 	09-CV-1677-SO
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation
(defendants) et al.

	 	David M Detray
(plaintiffs) 

et al.
	 	Lorain County

Ohio
	 	 	06.08.10	 	 	10CV167890
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	LaSalle National Leasing Corporation
	 	Lorain County

Ohio
	 	 	04.11.01	 	 	 	743333-1698	 	 	fixture
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation

	 	National City Bank, as Multicurrency Collateral Agent
	 	Lorain County

Ohio
	 	 	02.13.07	 	 	 	2007-0178329*	 	 	fixture








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.
	 
	**	 	To be amended post-closing.




 









 




SCHEDULE 1.1(P)









ADAPTIVE SWITCH LABORATORIES, INC.

Fka Bargmann Management LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Adaptive Switch Laboratories, Inc.

	 	National City Bank, as

Administrative Agent
	 	Texas

Secretary of State
	 	 	04.26.07	 	 	07-0014061342 *
	 	All assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









THE AFTERMARKET GROUP, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	The Aftermarket Group, Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware

Secretary of State
	 	 	04.26.07	 	 	2007 1567824 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









ALTIMATE MEDICAL, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Altimate Medical, Inc.

	 	National City Bank, as

Administrative Agent
	 	Minnesota

Secretary of State
	 	 	04.26.07	 	 	200716540951 *
	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Altimate Medical, Inc.

	 	Signal Bank National
	 	Renville County

Minnesota
	 	 	12.03.01	 	 	379-299 #318222
	 	combination mortgage, security agreement and fixture
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Altimate Medical, Inc.

	 	National City Bank, as

Administrative Agent
	 	Renville County

Minnesota
	 	 	12.18.07	 	 	A 346519 *
	 	leasehold mortgage, assignment of leases and rents, security agreement and fixture








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









CENTRALIZED MEDICAL EQUIPMENT LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Centralized Medical Equipment LLC

	 	Medela, Inc.
	 	Massachusetts
Secretary of State
	 	 	10.26.07	 	 	 	200760764280	 	 	leased consumer goods, equipment, inventory bearing trademark Medela
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Centralized Medical Equipment LLC

	 	VGM Financial Services, a Division
of TCF Equipment Finance, Inc.
	 	Massachusetts
Secretary of State
	 	 	05.06.08	 	 	 	200865128310 *	 	 	accounts, money, general intangibles, instruments, documents and chattel paper
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Centralized Medical Equipment LLC 

Specialty Medical Equipment

(defendants)

	 	Rian Mallari

(plaintiff)
	 	Massachusetts
Secretary of State
	 	 	06.22.10	 	 	NOCV2010-01143
	 	 








 




			
	*	 	To be amended post-closing.




 









 




SCHEDULE 1.1(P)









CHAMPION MANUFACTURING, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Champion Manufacturing Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware

Secretary of State
	 	 	04.26.07	 	 	2007 1567592 *
	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Champion Manufacturing Inc.
Invacare Corporation
(defendants)

	 	Douglas Keeslar

(plaintiff)
	 	Elkhart County

Indiana
	 	 	04.05.10	 	 	20D01-1004-PL-13
	 	 








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









FREEDOM DESIGNS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Freedom Designs, Inc.

	 	De Lage Landen Financial
Services, Inc.
	 	California

Secretary of State
	 	 	02.01.07	 	 	07-7101562786
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Freedom Designs, Inc.

	 	National City Bank, as

Administrative Agent
	 	California

Secretary of State
	 	 	04.26.07	 	 	07-7111878181*
	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Freedom Designs, Inc.

	 	Intech Funding Corp.
	 	California

Secretary of State
	 	 	08.20.08	 	 	08-7169346701
	 	specific equipment








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









GARDEN CITY MEDICAL, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Garden City Medical Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware

Secretary of State
	 	 	04.26.07	 	 	2007 1567113 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









THE HELIXX GROUP, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	The Helixx Group

	 	National City Bank, as

Administrative Agent
	 	OH

Secretary of State
	 	 	04.27.07	 	 	OH00114555123 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









INVACARE CANADIAN HOLDINGS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canadian Holdings, Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware

Secretary of State
	 	 	04.26.07	 	 	2007 1567709 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 




SCHEDULE 1.1(P)









INVACARE CANADIAN HOLDINGS, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canadian Holdings, Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware

Secretary of State
	 	 	04.26.07	 	 	2007 1567709 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.






 











 




SCHEDULE 1.1(P)


INVACARE CONTINUING CARE, INC.

fka HEALTHTECH PRODUCTS, INC.

dba NAYLOR MEDICAL SALES & RENTAL, INC.

dba SPECIALTY MEDICAL EQUIPMENT, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Continuing Care, Inc.
(defendant)

	 	Rosene Ruzzo

(plaintiff)
	 	St. Louis County
Missouri
	 	 	01.29.09	 	 	09SL-CC00436
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Continuing Care, Inc.
(defendant)

	 	Naylor Medical Sales & Rentals

(plaintiff)
	 	U.S. District Court
Western District
Tennessee
	 	 	06.02.09	 	 	2:09-CV-02344-

STA-cgc
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Healthtech Products, Inc.

	 	JPMorgan Chase Bank, N.A.,
as Agent
	 	Missouri
Secretary of State
	 	 	10.05.05	 	 	20050100775J *
	 	right, title and interest in
and to all receivables
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Healthtech Products, Inc.

	 	National City Bank, as

Administrative Agent
	 	Missouri
Secretary of State
	 	 	04.26.07	 	 	20070049218E **
	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	VGM Financial Services, a
Division of TCF Equipment
Finance Inc.
	 	Massachusetts
Secretary of State
	 	 	05.06.08	 	 	200865128220 ***
	 	blanket
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	VGM Financial Services, a
Division of TCF Equipment
Finance Inc.
	 	Massachusetts
Secretary of State
	 	 	12.18.08	 	 	200870224780 ***
	 	blanket
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	Konica Minolta Premier Finance
	 	Massachusetts
Secretary of State
	 	 	04.16.09	 	 	200972470850 ***
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	VGM Financial Services, a
Division of TCF Equipment
Finance Inc.
	 	Massachusetts
Secretary of State
	 	 	07.24.09	 	 	200974465250 ***
	 	blanket
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	VGM Financial Services, a
Division of TCF Equipment
Finance Inc.
	 	Massachusetts
Secretary of State
	 	 	10.08.09	 	 	200975906680 ***
	 	blanket
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	Invacare Credit Corporation
	 	Massachusetts
Secretary of State
	 	 	10.26.09	 	 	200976236830 ***
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty Medical Equipment LLC

	 	Invacare Credit Corporation
	 	Massachusetts
Secretary of State
	 	 	01.26.10	 	 	201078016490 ***
	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Centralized Medical Equipment LLC 

Specialty Medical Equipment

(defendants)

	 	Rian Mallari

(plaintiff)
	 	Norfolk County

Massachusetts
	 	 	06.22.10	 	 	NOCV2010-01143
	 	 








 




			
	*	 	To be terminated post-closing.
	 
	**	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.
	 
	***	 	To be amended post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE CREDIT CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Credit Corporation

	 	De Lage Landen Financial
Services Inc.
	 	Ohio
Secretary of State
	 	 	02.26.07	 	 	OH00112234030
	 	all leases and or financing
agreements with Invacare Credit
Corporation as lessor, payee or
creditor
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Credit Corporation

	 	National City Bank, as

Administrative Agent
	 	Ohio
Secretary of State
	 	 	04.27.07	 	 	OH00114555456 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE FLORIDA CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Florida Corporation

	 	National City Bank, as

Administrative Agent
	 	Delaware
Secretary of State
	 	 	04.26.07	 	 	2007 1567667 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE FLORIDA HOLDINGS, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Florida Holdings, LLC

	 	National City Bank, as

Administrative Agent
	 	Delaware
Secretary of State
	 	 	04.26.07	 	 	2007 1567683 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE HCS, LLC

fka Bargmann Management LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare HCS

	 	Noble Systems Corporation
	 	Ohio
Secretary of State
	 	 	05.05.09	 	 	OH00134455135
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare HCS, LLC

	 	Pitney Bowes Global

Financial Services LLC
	 	Ohio
Secretary of State
	 	 	09.24.09	 	 	OH00137355378
	 	equipment

manufactured, sold,

distributed or

financed by Pitney

Bowes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare HCS, LLC

	 	Pitney Bowes Global

Financial Services LLC
	 	Ohio
Secretary of State
	 	 	03.09.10	 	 	OH00140671090
	 	equipment

manufactured, sold,

distributed or

financed by Pitney

Bowes






 









 





SCHEDULE 1.1(P)



INVACARE HOLDINGS, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Holdings, LLC

	 	National City Bank, as

Administrative Agent
	 	Ohio
Secretary of State
	 	 	04.27.07	 	 	OH00114555789 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE INTERNATIONAL CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare International Corporation

	 	National City Bank, as

Administrative Agent
	 	Ohio
Secretary of State
	 	 	04.27.07	 	 	OH00114555901 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







INVACARE SUPPLY GROUP, INC.

d/b/a SUBURBAN OSTOMY SUPPLY CO., INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Supply Group, Inc.

	 	JP Morgan Chase Bank, N.A., as agent
	 	Massachusetts
Secretary of State
	 	 	10.04.05	 	 	 	200542490310 *	 	 	right, title and interest in
and to all receivables
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group Inc.

	 	Raymond Leasing Corporation
	 	Massachusetts
Secretary of State
	 	 	11.18.05	 	 	 	200543599300	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group Inc.

	 	Raymond Leasing Corporation
	 	Massachusetts
Secretary of State
	 	 	11.18.05	 	 	 	200543599580	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Banc of America Leasing & Capital, LLC
	 	Massachusetts
Secretary of State
	 	 	03.16.06	 	 	 	200646389880	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	De Lage Landen Financial Services Inc.
	 	Massachusetts
Secretary of State
	 	 	07.26.06	 	 	 	200649900280	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	CSI Leasing, Inc.
	 	Massachusetts
Secretary of State
	 	 	07.26.06	 	 	 	200649900730	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Raymond Leasing Corporation
	 	Massachusetts
Secretary of State
	 	 	12.26.06	 	 	 	200653521910	 	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Raymond Leasing Corporation
	 	Massachusetts
Secretary of State
	 	 	01.04.07	 	 	 	200753737040	 	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	De Lage Landen Financial Services, Inc.
	 	Massachusetts
Secretary of State
	 	 	02.13.07	 	 	 	200754700610	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	National City Bank, as Administrative

Agent
	 	Massachusetts
Secretary of State
	 	 	04.26.07	 	 	 	200756401010 *	 	 	all assets and personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	De Lage Landen Financial Services, Inc.
	 	Massachusetts
Secretary of State
	 	 	10.10.07	 	 	 	200760349180	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	De Lage Landen Financial Services, Inc.
	 	Massachusetts
Secretary of State
	 	 	12.20.07	 	 	 	200761989510	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	BancorpSouth Equipment Finance, a
Division of BancorpSouth Bank
	 	Massachusetts
Secretary of State
	 	 	02.25.08	 	 	 	200863445680	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	OFC Capital Corporation
	 	Massachusetts
Secretary of State
	 	 	02.28.08	 	 	 	200863543160	 	 	leased equipment






 









 





SCHEDULE 1.1(P)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Supply Group, Inc.

	 	BancorpSouth Equipment Finance, a
division of BancorpSouth Bank
	 	Massachusetts
Secretary of State
	 	 	03.10.08	 	 	 	200863786350	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	CSI Leasing, Inc.
	 	Massachusetts
Secretary of State
	 	 	05.09.08	 	 	 	200865250020	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	BancorpSouth Equipment Finance, a
division of BancorpSouth Bank
	 	Massachusetts
Secretary of State
	 	 	06.27.08	 	 	 	200866674870	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Park National Bank
	 	Massachusetts
Secretary of State
	 	 	12.30.08	 	 	 	200870393990	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Park National Bank
	 	Massachusetts
Secretary of State
	 	 	02.03.09	 	 	 	200971057890	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Crown Credit Company
	 	Massachusetts
Secretary of State
	 	 	03.03.09	 	 	 	200971593460	 	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Crown Credit Company
	 	Massachusetts
Secretary of State
	 	 	03.03.09	 	 	 	200971596560	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Bank of the West, Trinity Division
	 	Massachusetts
Secretary of State
	 	 	05.21.09	 	 	 	200973219890	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	SG Equipment Finance USA Corp
	 	Massachusetts
Secretary of State
	 	 	07.28.09	 	 	 	200974518280	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	CSI Leasing, Inc.
	 	Massachusetts
Secretary of State
	 	 	09.17.09	 	 	 	200975512980	 	 	leased computer equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	CSI Leasing, Inc.
	 	Massachusetts
Secretary of State
	 	 	10.30.09	 	 	 	200976332190	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Wells Fargo Bank, N.A.
	 	Massachusetts
Secretary of State
	 	 	11.10.09	 	 	 	200976550620	 	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	Wells Fargo Bank, N.A.
	 	Massachusetts
Secretary of State
	 	 	11.10.09	 	 	 	200976550990	 	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	CSI Leasing, Inc.
	 	Massachusetts
Secretary of State
	 	 	03.18.10	 	 	 	201078999810	 	 	leased computer equipment








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







KUSCHALL, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Kuschall, Inc.

	 	National City Bank, as

Administrative Agent
	 	Delaware
Secretary of State
	 	 	04.26.07	 	 	2007 1567758 *
	 	all assets and personal property








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







ROADRUNNER MOBILITY, INCORPORATED




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Road Runner Mobility, Incorporated

	 	US Bancorp
	 	Texas
Secretary of State
	 	 	10.02.06	 	 	06-0032690490
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Road Runner Mobility, Incorporated

	 	US Bancorp
	 	Texas
Secretary of State
	 	 	10.26.06	 	 	06-0035470914
	 	specific equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Road Runner Mobility, Incorporated

	 	US Bancorp
	 	Texas
Secretary of State
	 	 	07.26.07	 	 	07-0025289629
	 	specific equipment






 









 





SCHEDULE 1.1(P)



6123449 CANADA INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	6123449 Canada Inc.

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	02.09.07	 	 	632720043*
	 	inventory,

equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







CARROLL HEALTHCARE GENERAL PARTNER, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Carroll
Healthcare General
Partners, Inc.
Carroll Healthcare L.P.

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	07.15.09	 	 	654912486 *
	 	inventory,

equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







CARROLL HEALTHCARE, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Carroll Healthcare, Inc.

	 	1537638 Ontario Limited
	 	Province of Ontario
Canada
	 	 	10.12.05	 	 	 	619638408	 	 	equipment,
accounts, listed
equipment — copier
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carroll Healthcare, Inc.

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	02.09.07	 	 	 	632715858*	 	 	inventory,

equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 





SCHEDULE 1.1(P)







CARROLL HEALTHCARE L.P.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Carroll Healthcare L.P.
Carroll Healthcare General
Partners, Inc

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	07.15.09	 	 	654912486 *
	 	inventory,

equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.






 











 





SCHEDULE 1.1(P)




INVACARE CANADA L.P.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	IOS Financial Services
	 	Province of Ontario
Canada
	 	 	09.01.10	 	 	 	664138719	 	 	equipment, other
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	08.20.10	 	 	 	663823215	 	 	equipment, other, motor vehicle 


2010 Dodge Grand Caravan 
vin: 2D4RN4DX3AR403732
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	08.20.10	 	 	 	663823233	 	 	equipment, other, motor vehicle 

2010 Dodge Grand Caravan 
vin: 2D4RN4DX2AR403284
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	07.15.10	 	 	 	662971536	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan 
vin: 2D4RN4DX6AR336852
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	06.28.10	 	 	 	662512464	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan 
vin: 2D4RN4DX2AR403284
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	06.28.10	 	 	 	662513319	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX3AR403732
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	06.24.10	 	 	 	662430321	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX8AR336853
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	05.31.10	 	 	 	661747329	 	 	goods, equipment, other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX5AR336762
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	05.12.10	 	 	 	661323915	 	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	04.26.10	 	 	 	660850263	 	 	equipment, other, motor vehicle

2004 Raymond Lift Truck
vin: 0190450411






 









 





SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	04.26.10	 	 	 	660850299	 	 	equipment, other, motor vehicle 

1998 Raymond Lift Truck
vin: 1129821746
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	02.02.10	 	 	 	659046429	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX9AR190219
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	02.02.10	 	 	 	659048139	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX7AR190218
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster National
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	01.22.10	 	 	 	658880973	 	 	equipment, other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX7AR190218
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	01.22.10	 	 	 	658881054	 	 	goods, equipment other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX9AR190219
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	12.17.09	 	 	 	658277568	 	 	goods, equipment other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX6AR184930
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.
Invacare Canada Inc.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	12.17.09	 	 	 	658277667	 	 	goods, equipment other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX6AR190220
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	11.10.09	 	 	 	657512037	 	 	goods, equipment other, motor vehicle 

2008 Volvo
vin: YV4CZ982X81427623
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	10.19.09	 	 	 	657009423	 	 	goods, equipment other, motor vehicle 

2010 Sienna Limited
vin: 5TDDK4CC0AS031563






 









 





SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	10.09.09	 	 	 	656869095	 	 	goods, equipment other, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX4AR164188
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	09.30.09	 	 	 	656649009	 	 	inventory, motor vehicle 

2010 Dodge Grand Caravan
vin: 2D4RN4DX2AR164190
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	09.15.09	 	 	 	656289297	 	 	equipment, motor vehicle 

2010 Do Grand Caravan
vin: 2D4RN4DX2AR164187
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Province of Ontario
Canada
	 	 	09.15.09	 	 	 	656289378	 	 	inventory, motor vehicle 

2010 Do Grand Caravan
vin: 2D4RN4DX4AR164188
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	06.22.09	 	 	 	654361749	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X69R655819
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada Inc.
Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	06.22.09	 	 	 	654361839	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X99R664918
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	06.15.09	 	 	 	654199389	 	 	equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44XX9R657198
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada Inc.
Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	05.12.09	 	 	 	653382621	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X49R639635
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada Inc.
Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	05.11.09	 	 	 	653356683	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X79R505251






 









 





SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	02.27.09	 	 	 	651766401	 	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	01.16.09	 	 	 	651062781	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X69R581799
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.
Invacare Canada Inc.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	01.16.09	 	 	 	651063177	 	 	goods, equipment, other, motor vehicle 

2009 Dodge Grand Caravan
vin: 2D8HN44X79R505251
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	IOS Financial Services
	 	Province of Ontario
Canada
	 	 	11.25.08	 	 	 	650125764	 	 	equipment, other
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Pitney Bowes Global Financial Services
	 	Province of Ontario
Canada
	 	 	10.01.08	 	 	 	648947394	 	 	equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	09.12.08	 	 	 	648488286	 	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	03.20.08	 	 	 	643509855	 	 	equipment, other, motor vehicle 

2007 Lexus RX350
vin: 2T2HK31U97C037060
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Province of Ontario
Canada
	 	 	01.24.08	 	 	 	642262383	 	 	equipment, other, motor vehicle 

2008 Dodge Grand Caravan
vin: 1D8HN11H68B133880
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Pitney Bowes of Canada LTD
	 	Province of Ontario
Canada
	 	 	07.06.07	 	 	 	637046127	 	 	inventory, equipment 
copiers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	07.03.07	 	 	 	636906042	 	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	02.09.07	 	 	 	632715903*	 	 	inventory, equipment, accounts other, motor vehicle
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	08.24.06	 	 	 	628288569	 	 	leased computer equipment and peripherals
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	CSI Leasing Canada LTD.
	 	Province of Ontario
Canada
	 	 	01.13.06	 	 	 	622011267	 	 	leased computer equipment and peripherals






 









 





SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	Roy Foss Motors LTD.
	 	Province of Ontario
Canada
	 	 	12.12.05	 	 	 	621258219	 	 	equipment, other motor vehicle
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation et al
Invacare Corporation
Invamex
(defendants)


	 	Soneil International Limited
Soneil Shagun Limited
(plaintiffs)
	 	Peel
(Brampton)
Superior Court
Canada
	 	 	09.21.05	 	 	CV5000096430000
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	National City Bank
	 	Government of British Columbia
Canada
	 	 	02.09.07	 	 	496601D *
B7839127
	 	all present and after acquired personal property
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of British Columbia
Canada
	 	 	03.20.08	 	 	253785E
B8619569
	 	2007 Lexus RX350
vin: 2T2HK31U97C037060
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of British Columbia
Canada
	 	 	01.16.09	 	 	785800E
B9168774
	 	2009 Dodge Grand Caravan
vin: 2D8HN44X69R581799
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of British Columbia
Canada
	 	 	06.15.09	 	 	023944F
B9413531
	 	2009 Dodge Grand Caravan
vin: 2D8HN44XX9R657198
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of British Columbia
Canada
	 	 	01.22.10	 	 	375789F
B9774216
	 	2010 Dodge Grand Caravan
vin: 2D4RN4DX9AR190219
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of
New Brunswick
Canada
	 	 	01.16.09	 	 	17090739
32566
	 	2009 Dodge Grand Caravan
vin: 2D8HN44X79R505251
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Government of
New Brunswick
Canada
	 	 	05.11.09	 	 	17466491
133149
	 	2009 Dodge Grand Caravan
vin: 2D8HN44X79R505251
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Pitney Bowes of Canada LTD
	 	Registre
Quebec
Canada
	 	 	07.11.07	 	 	 	07-0395527-0001	 	 	leased equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Huberview Motors Incorporated
Jim Peplinski’s Leasemaster
	 	Registre
Quebec
Canada
	 	 	01.25.10	 	 	 	10-0041445-0001	 	 	2010 Dodge Grand Caravan
vin: 2D4RN4DX9AR190219
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Jim Peplinski’s Leasemaster
Huberview Motors Incorporated
	 	Registre
Quebec
Canada
	 	 	12.17.09	 	 	 	09-0783234-0001	 	 	2010 Dodge Grand Caravan
vin: 2D4RN4DX6AR184930






 









 





SCHEDULE 1.1(P)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada L.P.

	 	Bay Street Funding Trust
(assignee)
Montreal Trust Company of Canada
(Trustee)
	 	Registre
Quebec
Canada
	 	 	05.07.08	 	 	 	08-0259375-0001	 	 	2008 Dodge Grand Caravan
vin: 2D8HN44P88R673785
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	National City Bank
	 	Registre
Quebec
Canada
	 	 	02.12.07	 	 	 	07-0072674-0001 *	 	 	bond no. 1 dated as of 02.12.07 (as amended, restated, renewed, re-issued, supplemented or
modified from time to time) in favor of the holder)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	National City Bank
	 	Registre
Quebec
Canada
	 	 	02.12.07	 	 	 	07-0072674-0002 *	 	 	bond no. 1 dated as of 02.12.07 (as amended, restated, renewed, re-issued, supplemented or
modified from time to time) in favor of the holder
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	National City Bank
	 	Registre
Quebec
Canada
	 	 	02.09.07	 	 	 	07-0070870-0001 *	 	 	the universality of all of the movable and immovable property of the Grantor, corporeal and
incorporeal, present and future, of any nature whatsoever and wheresoever situated, the
whole including, without limitation, of present and future property
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Bay Street Funding Trust
(assignee)
Montreal Trust Company of Canada
(Trustee)
	 	Registre
Quebec
Canada
	 	 	01.25.08	 	 	 	08-0041231-0001	 	 	2008 Dodge Grand Caravan
vin: 1D8HN11H68B133880








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 






SCHEDULE 1.1(P)








INVACARE CANADA GENERAL PARTNER INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Invacare Canada General Partner Inc.


	 	G.N. Johnson Equipment Co., Ltd
	 	Province of Ontario
Canada
	 	 	08.24.07	 	 	 	638473572	 	 	equipment, motor vehicle
2006 raymond lift truck
vin: dss-06-06534
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Corporation et al
Invacare Corporation               
Invamex               
(defendants)              



	 	Soneil International Limited
Soneil Shagun Limited
(plaintiffs)
	 	Province of Ontario
Canada
	 	 	09.21.05	 	 	CV5000096430000
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invacare Canada General Partner Inc.


	 	G.N. Johnson Equipment Co., Ltd
	 	Province of 
British Columbia 
Canada
	 	 	05.12.06	 	 	001513D
B7330658
	 	specific equipment






 









 






SCHEDULE 1.1(P)




MOTION CONCEPTS L.P.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Motion Concepts L.P.

	 	National City Bank
	 	Province of Ontario
Canada
	 	 	02.09.07	 	 	632715912 *
	 	inventory,
equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing.




 









 








SCHEDULE 1.1(P)






PERPETUAL MOTION ENTERPRISES LIMITED




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILE	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	FILE NO.	 	DESCRIPTION
	Perpetual Motion Enterprises 

Limited


	 	National City Bank
	 	Province of Ontario
Canada
	 	 	02.09.07	 	 	63715921 *
	 	inventory,
equipment ,

accounts other








 




			
	*	 	To be released at closing by payoff letter. Further release steps to be taken post-closing..





 









 





SCHEDULE 2.5.1




EXISTING LETTERS OF CREDIT




	 	 	 	 	 
	Beneficiary	 	Issuing Lender	 	Face Amount
	Federal Insurance Company

	 	PNC Bank, National

Association
	 	$1,326,000
	 
	 	 	 	 
	Western Surety Co / Federal 

Insurance Co

	 	PNC Bank, National

Association
	 	$ 668,000
	 
	 	 	 	 
	Commerzbank AG

	 	PNC Bank, National

Association
	 	EUR 700,000


(USD equivalent $887,075)
	 
	 	 	 	 
	Ohio Bureau of Worker’s Compensation

	 	PNC Bank, National

Association
	 	$42,000
	 
	 	 	 	 
	FirstEnergy Solutions

	 	PNC Bank, National

Association
	 	$145,000






 









 





SCHEDULE 6.1.2




SUBSIDIARIES



See Schedule 6.1.2 attached.





 











 





SCHEDULE 6.1.2




SUBSIDIARIES AND OWNERS; INVESTMENT COMPANIES



(i):




* Indicates that some or all of the equity interests listed were pledged to Administrative Agent in
connection with a previous financing.




	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	 	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Holder(s) of Equity Interests	 	Issued (specifying type)1
	Adaptive Switch Laboratories, Inc.

	 	State of Texas
	 	Invacare Corporation
	 	*10,000 common shares, 
$0.10 par value

	 
	 	 	 	 	 	 
	The Aftermarket Group, Inc.

	 	State of Delaware
	 	Invacare Corporation
	 	*100 common shares, 
no par value

	 
	 	 	 	 	 	 
	Alber GmbH

	 	Switzerland
	 	Invacare AG
	 	19 Class A shares at CHF 1,000

1 Class B share at CHF 1,000

	 
	 	 	 	 	 	 
	Altimate Medical, Inc.

	 	State of Minnesota
	 	Invacare Corporation
	 	*207,900 common shares, 
$0.01 par value

	 
	 	 	 	 	 	 
	Aquatec Operations GmbH

	 	Germany
	 	Invacare Germany Holding GmbH
	 	25,000 EUR

	 
	 	 	 	 	 	 
	Bencraft Limited

	 	United Kingdom
	 	Scandinavian Mobility International ApS
	 	2,200 preference shares of £1.00 each

4429 ordinary shares of £1.00 each

	 
	 	 	 	 	 	 
	Carroll Healthcare General Partner, Inc.

	 	Ontario 

	 	Invacare Canadian Holdings, Inc.
	 	431,918 common shares, 
no par value

	 
	 	 	 	 	 	 
	Carroll Healthcare Inc.

	 	Ontario
	 	Invacare Canadian Holdings, Inc.
	 	722,000 common shares, 
no par value







 




			
	1	 	Ownership percentages are provided where an
entity has more than one (1) equity holder.







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Carroll Healthcare L.P.

	 	Ontario
	 	Carroll Healthcare General Partner, Inc.

Carroll Healthcare Inc.
	 	431,819 General Partner units issued to Carroll Healthcare General Partner, Inc. (1%)

42,750,099 Limited Partner units issued to Carroll Healthcare Inc. (99%)

	 
	 	 	 	 	 	 
	Centralized Medical Equipment LLC

	 	State of Massachusetts
	 	Invacare Continuing Care, Inc.
	 	Invacare Continuing Care, Inc. is the sole member.

	 
	 	 	 	 	 	 
	Champion Manufacturing Inc.

	 	State of Delaware
	 	Invacare Corporation
	 	*100 common shares, 
$0.01 par value

	 
	 	 	 	 	 	 
	Dolomite AB

	 	Sweden
	 	Dolomite Holding AB
	 	[information not needed]

	 
	 	 	 	 	 	 
	Dolomite Holding AB

	 	Sweden
	 	Invacare Holding Two AB
	 	[information not needed]

	 
	 	 	 	 	 	 
	Dynamic Connect (Suzhou) Hi Tech Electronics Co. Ltd.

	 	China
	 	Dynamic Suzhou Holdings New Zealand
	 	US$1,540,000 paid up capital
	 
	 	 	 	 	 	 
	Dynamic Controls

	 	New Zealand
	 	Invacare Holdings New Zealand
	 	950,000 ordinary shares @ $1NZD

	 
	 	 	 	 	 	 
	Dynamic Europe Ltd.

	 	United Kingdom
	 	Dynamic Controls

Invacare Holdings New Zealand
	 	Dynamic Controls: 99 ordinary shares of £1.00 each (99%)

Invacare Holdings New Zealand: 1 ordinary share of £1.00 (1%)

	 
	 	 	 	 	 	 
	Dynamic Suzhou Holdings New Zealand

	 	New Zealand
	 	Dynamic Controls
	 	100 ordinary shares @ $1NZD

	 
	 	 	 	 	 	 
	Family Medical Supply LLC

	 	State of Delaware
	 	Invacare Corporation
	 	Invacare Corporation is the sole member.

	 
	 	 	 	 	 	 
	Freedom Designs, Inc.

	 	State of California
	 	Invacare Corporation
	 	*9,000 common shares, 
no par value

	 
	 	 	 	 	 	 
	Garden City Medical Inc.

	 	State of Delaware
	 	Invacare Corporation
	 	*100 common shares, 
$0.01 par value







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Healthcare Equipment WA Pty. Ltd.

	 	Australia
	 	Invacare Australia Pty. Ltd.
	 	100 $1.00 ordinary shares 
(issued capital $100)

	 
	 	 	 	 	 	 
	The Helixx Group, Inc.

	 	State of Ohio
	 	Invacare Corporation
	 	*100 common shares, 
no par value

	 
	 	 	 	 	 	 
	Home Health Equipment Pty. Ltd.

	 	Australia
	 	Invacare Australia Pty. Ltd.
	 	3000 $0.0333 ordinary shares
(issued capital $99.90)

	 
	 	 	 	 	 	 
	I.H.H. Corp.


	 	State of Delaware
	 	Invacare Corporation
	 	[information not needed]
	 
	 	 	 	 	 	 
	Invacare AB

	 	Sweden
	 	Invacare Holding AB
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare AG

	 	Switzerland
	 	Invacare Holdings Two B.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Aquatec GmbH

	 	Germany
	 	Invacare Germany Holding GmbH
	 	25,000 EUR

	 
	 	 	 	 	 	 
	Invacare Asia Ltd.

	 	Hong Kong
	 	Invacare International Corporation
	 	50,000 common shares, 
$1 par value

	 
	 	 	 	 	 	 
	Invacare AS

	 	Norway
	 	Invacare Holding AS

Scandinavian Mobility International ApS
	 	Invacare Holding AS: 7,600 shares at NOK 500 (80%)

Scandinavian Mobility International ApS: 1,900 shares at NOK 500 (20%)

	 
	 	 	 	 	 	 
	Invacare A/S

	 	Denmark
	 	Scandinavian Mobility International ApS

	 	Share amount nominally DKK 10,000,000 owned by Scandinavian Mobility International ApS

	 
	 	 	 	 	 	 
	Invacare Australia Pty. Ltd.

	 	Australia
	 	Invacare Holdings Two B.V.
	 	12,300,000 $1.00 A Class shares = $12,300,000

23,700,012 $1.00 ordinary shares = $23,700,012


	 
	 	 	 	 	 	 
	Invacare Austria GmbH

	 	Austria
	 	Invacare Germany Holding GmbH
	 	[information not needed]







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Invacare B.V.

	 	Netherlands
	 	Invacare Holdings Two B.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Canada General Partner Inc.

	 	Canada
	 	Invacare Canadian Holdings, Inc.
	 	*1,001 common shares, 
no par value

	 
	 	 	 	 	 	 
	Invacare Canada L.P.

	 	Ontario
	 	Invacare Canada General Partner Inc.

Carroll Healthcare Inc.

	 	General Partner: 1 unit issued to Invacare Canada General Partner Inc. (1%)

Limited Partner: 99 units issued to Carroll Healthcare Inc. (99%)

	 
	 	 	 	 	 	 
	Invacare Canadian Holdings, LLC

	 	State of Delaware
	 	Invacare Canadian Holdings, Inc.
	 	Invacare Canadian Holdings, Inc. is the sole member.

	 
	 	 	 	 	 	 
	Invacare Canadian Holdings, Inc.

	 	State of Delaware
	 	Invacare International Corporation
	 	Class A Voting Common Stock:
*1,000, $0.01 par value

Class B Non-Voting Common Stock:
*3,000, $0.01 par value

	 
	 	 	 	 	 	 
	Invacare Continuing Care, Inc.

	 	State of Missouri
	 	Invacare Corporation
	 	Class A Common Shares:
*150,000, no par value

Class B Common Shares:
*166,750, no par value

	 
	 	 	 	 	 	 
	Invacare Credit Corporation

	 	State of Ohio
	 	Invacare Corporation
	 	*100 common shares, 
$1.00 par value

	 
	 	 	 	 	 	 
	Invacare (Deutschland) GmbH

	 	Germany
	 	Invacare Germany Holding GmbH
	 	127,822.97 EUR

	 
	 	 	 	 	 	 
	Invacare Dolomite AB

	 	Sweden
	 	Invacare Holdings Two B.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare EC-Høng A/S

	 	Denmark
	 	Scandinavian Mobility International ApS
	 	Share amount nominally DKK 17,000,000 owned by Scandinavian Mobility International ApS







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Invacare Florida Corporation

	 	State of Delaware
	 	Invacare Florida Holdings, LLC
	 	*400 common shares, 
$0.01 par value

	 
	 	 	 	 	 	 
	Invacare Florida Holdings, LLC

	 	State of Delaware
	 	Invacare Canadian Holdings, Inc.

	 	*343,837 Class A Common Shares

196,163 Special Shares

	 
	 	 	 	 	 	 
	Invacare France Operations SAS

	 	France
	 	Invacare Holdings Two B.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Germany Holding GmbH

	 	Germany
	 	Scandinavian Mobility International ApS
	 	EUR 7,800,000

	 
	 	 	 	 	 	 
	Invacare HCS, LLC

	 	State of Ohio
	 	Invacare Corporation
	 	Invacare Corporation is the sole member.

	 
	 	 	 	 	 	 
	Invacare Holding AB

	 	Sweden
	 	Invacare Holding Two AB
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Holding AS

	 	Norway
	 	Invacare Holdings Two B.V.
	 	1,000 shares, 
each with a par value of NOK 100

	 
	 	 	 	 	 	 
	Invacare Holdings C.V.

	 	Netherlands
	 	Invacare International Corporation

Invacare Holdings, LLC
	 	99% Invacare International Corporation

1% Invacare Holdings, LLC

	 
	 	 	 	 	 	 
	Invacare Holdings, LLC

	 	State of Ohio
	 	Invacare International Corporation
	 	Invacare International Corporation is the sole member.

	 
	 	 	 	 	 	 
	Invacare Holdings New Zealand

	 	New Zealand
	 	Invacare Holdings Two B.V.
	 	100 ordinary shares @ $1NZD

	 
	 	 	 	 	 	 
	Invacare Holding Two AB

	 	Sweden
	 	Scandinavian Mobility International ApS
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Holdings Two B.V.

	 	Netherlands
	 	Invacare Holdings C.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare International Corporation

	 	State of Ohio
	 	Invacare Corporation
	 	*100 common shares, 
no par value

	 
	 	 	 	 	 	 
	Invacare International Sàrl

	 	Switzerland
	 	Invacare Holdings Two B.V.
	 	1 share with a par value of CHF 1’020’000







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Invacare Ireland Ltd.

	 	Ireland
	 	Invacare UK Operations Limited
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Limited

	 	United Kingdom
	 	Invacare UK Operations Limited
	 	49,607 ordinary shares of £1.00 each

	 
	 	 	 	 	 	 
	Invacare Mauritius Holdings

	 	Mauritius
	 	Invacare International Corporation
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Mecc San SRL

	 	Italy
	 	Invacare Holdings Two B.V.

Invacare International Corporation

	 	[information not needed]
	 
	 	 	 	 	 	 
	Invacare Medical Equipment (Suzhou) Company, Ltd.


	 	China
	 	Invacare Mauritius Holdings
	 	Registered capital of $5,000,000.00
	 
	 	 	 	 	 	 
	Invacare New Zealand

	 	New Zealand
	 	Invacare Holdings New Zealand
	 	100 ordinary shares @ $1NZD each

	 
	 	 	 	 	 	 
	Invacare NV

	 	Belgium
	 	Scandinavian Mobility International ApS

	 	[information not needed]
	 
	 	 	 	 	 	 
	Invacare Poirier SAS

	 	France
	 	Invacare France Operations SAS
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Portugal Lda

	 	Portugal
	 	Invacare International Corporation

Invacare Corporation

	 	[information not needed]
	 
	 	 	 	 	 	 
	Invacare (Portugal) II Lda

	 	Portugal
	 	Invacare Portugal Lda
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Rea AB

	 	Sweden
	 	Invacare Holding AB
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invacare Rehabilitation Equipment (Suzhou) Company, Ltd.

	 	China
	 	Invacare Mauritius Holdings
	 	Registered capital of $2,531,977.00






 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Invacare SA

	 	Spain
	 	Invacare International Corporation

	 	[information not needed]
	 
	 	 	 	 	 	 
	Invacare Supply Group, Inc.

	 	State of Massachusetts
	 	Invacare Corporation
	 	*200 common shares, 
no par value

	 
	 	 	 	 	 	 
	Invacare (UK) Limited

	 	United Kingdom
	 	Scandinavian Mobility International ApS

Invacare Limited

	 	100,000 ordinary shares of £1.00 each issued to Scandinavian Mobility International ApS (91%)

10,000 deferred shares of £1.00 each issued to Invacare Limited (9%)

	 
	 	 	 	 	 	 
	Invacare UK Operations Limited

	 	United Kingdom
	 	Scandinavian Mobility International ApS
	 	5,550,272 ordinary shares of £1.00 each

	 
	 	 	 	 	 	 
	Invacare Verwaltungs GmbH

	 	Germany
	 	Scandinavian Mobility International ApS
	 	[information not needed]

	 
	 	 	 	 	 	 
	Invamex Holdings LLC

	 	State of Delaware
	 	Invacare Corporation
	 	Invacare Corporation is the sole member.

	 
	 	 	 	 	 	 
	Invamex, S. de R.L. de C.V.

	 	Mexico
	 	Invacare Corporation

Invamex Holdings LLC

	 	[information not needed]
	 
	 	 	 	 	 	 
	Invatection Insurance Company

	 	State of Vermont
	 	Invacare Corporation
	 	1,000 common shares, 
$100 par value

	 
	 	 	 	 	 	 
	Küschall AG

	 	Switzerland
	 	Invacare Holdings Two B.V.
	 	[information not needed]

	 
	 	 	 	 	 	 
	Kuschall, Inc.

	 	State of Delaware
	 	Invacare Corporation
	 	*1,500 common shares, 
no par value

	 
	 	 	 	 	 	 
	Medbloc, Inc.


	 	State of Delaware
	 	Motion Concepts L.P.
	 	868 common shares, 
no par value







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Medical Support Systems Holdings Limited

	 	United Kingdom
	 	Invacare UK Operations Limited
	 	5,797,917 ordinary shares of £1.00 each

	 
	 	 	 	 	 	 
	Medical Support Systems Limited

	 	United Kingdom
	 	M.S.S. (Europe) Limited
	 	100 ordinary shares of £1.00

	 
	 	 	 	 	 	 
	Morris Surgical Pty. Ltd.

	 	Australia
	 	Invacare Australia Pty. Ltd.
	 	3000 $2.00 ordinary shares 
(issued capital $6000)

	 
	 	 	 	 	 	 
	Motion Concepts L.P.

	 	Ontario
	 	Invacare Canada L.P.

Carroll Healthcare Inc.

6123449 Canada Inc.


	 	Limited Partners:
5,000 units issued to Invacare Canada L.P. (13%)

33,000 units issued to Carroll Healthcare Inc. (87%)

General Partner:
6123449 Canada Inc. (not required to contribute capital to or be issued units by the limited partnership)

	 
	 	 	 	 	 	 
	M.S.S. Care Direct Limited

	 	United Kingdom
	 	Medical Support Systems Holdings Limited

	 	2 ordinary shares of £1.00 each
	 
	 	 	 	 	 	 
	M.S.S. (Europe) Limited

	 	United Kingdom
	 	Medical Support Systems Holdings Limited

	 	250,000 ordinary shares of £1.00 each
	 
	 	 	 	 	 	 
	Perpetual Motion Enterprises Limited

	 	Ontario
	 	Motion Concepts L.P.
	 	50 common shares, 
no par value

	 
	 	 	 	 	 	 
	Poirier (U.K.) Limited

	 	United Kingdom
	 	Invacare UK Operations Limited
	 	100,100 ordinary shares of £1.00 each

	 
	 	 	 	 	 	 
	Roadrunner Mobility, Incorporated

	 	State of Texas
	 	Invacare Corporation
	 	1,059 common shares, 
no par value

	 
	 	 	 	 	 	 
	Scandinavian Mobility GmbH

	 	Germany
	 	Invacare Germany Holding GmbH
	 	1,406,052.67 EUR







 









 






	 	 	 	 	 	 	 
	 	 	U.S. State of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if U.S. entity)	 	 	 	 
	 	 	or	 	 	 	 
	 	 	Country of	 	 	 	 
	 	 	Organization	 	 	 	 
	 	 	(if non-U.S.	 	Holder(s) of Equity	 	Amount of Equity Interests
	Company Subsidiaries	 	entity)	 	Interests	 	Issued (specifying type)1
	Scandinavian Mobility International ApS

	 	Denmark
	 	Invacare Holdings Two B.V.
	 	Share amount nominally DKK 600,000,000 owned by Invacare Holdings Two B.V.

	 
	 	 	 	 	 	 
	SCI des Hautes Roches

	 	France
	 	Invacare France Operations SAS
	 	[information not needed]

	 
	 	 	 	 	 	 
	Ulrich Alber GmbH

	 	Germany
	 	Invacare Germany Holding GmbH
	 	25,000 EUR

	 
	 	 	 	 	 	 
	6123449 Canada Inc.

	 	Canada
	 	Invacare Canadian Holdings, Inc.
	 	*1,000 common shares, 
no par value






(ii):





	 	1.	 	Options outstanding under Company’s Performance Plan.
	 
	 	2.	 	Forward Subscription Agreement, dated December 23, 2009, between 12707273 Alberta ULC
(n/k/a Carroll Healthcare Inc.) (as issuer) and Invacare Canadian Holdings, Inc. (as
subscriber).






 











 





SCHEDULE 6.1.4




REQUIRED CONSENTS



UCC-1 financing statements to be filed at closing by the Administrative Agent for each of the
Domestic Loan Parties at the Office of the Secretary of State in the State of
incorporation/formation of each such Domestic Loan Party.

Patent, Trademark and Copyright Security Agreement to be filed post-closing by the Administrative
Agent at the Patent and Trademark Office.




 









 





SCHEDULE 6.1.14




ENVIRONMENTAL DISCLOSURES




NONE



 









 





SCHEDULE 6.1.18




OTHER REGULATORY PROTECTION DISCLOSURES



1. ROADRUNNER MOBILITY, INCORPORATED



2. CENTRALIZED MEDICAL EQUIPMENT LLC




 









 





SCHEDULE 7.1.1




REQUIREMENTS OF OPINIONS OF COUNSEL



     The opinions of counsel shall confirm those representations and warranties contained in
Section 6.1 of the Credit Agreement which are listed below:




	 	6.1.1	 	Organization and Qualification; Power and Authority
	 
	 	6.1.2	 	Subsidiaries; Investment Companies
	 
	 	6.1.3	 	Validity and Binding Effect
	 
	 	6.1.4	 	No Conflict; Consents
	 
	 	6.1.5	 	Litigation
	 
	 	6.1.11	 	Liens in Collateral
	 
	 	6.1.17	 	Licensing and Accreditation





Such other matters as the Administrative Agent may reasonably request




 









 





SCHEDULE 8.1.3




INSURANCE REQUIREMENTS RELATING TO THE COLLATERAL



COVENANTS:



At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative
Agent and each of the Lenders (x) on the Closing Date and annually thereafter an original
certificate of insurance signed by the Loan Parties’ independent insurance broker describing and
certifying as to the existence of the insurance on the Collateral required to be maintained by this
Agreement and the other Loan Documents, together with a copy of the endorsement described in the
next sentence attached to such certificate, and (y) from time to time a summary schedule indicating
all insurance then in force with respect to each of the Loan Parties. Such policies of insurance
shall contain special endorsements which include the provisions set forth below or are otherwise in
form acceptable to the Administrative Agent in its discretion. The applicable Loan Parties shall
notify the Administrative Agent promptly of any occurrence causing a material loss or decline in
value of the Collateral and the estimated (or actual, if available) amount of such loss or decline.
Any monies received by the Administrative Agent constituting insurance proceeds may, at the option
of the Administrative Agent, (i) in the case of property insurance proceeds received during the
existence of an Event of Default, be applied by the Administrative Agent to the payment of the
Obligations in accordance with the terms of the Credit Agreement, (ii) for losses of less than
$15,000,000 received at such time as no Event of Default exists, be disbursed by the Administrative
Agent to the applicable Loan Parties, and (iii) for losses equal to or greater than $15,000,000
received at such time as no Event of Default exists, be disbursed by the Administrative Agent to
the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for
the repair, restoration and/or replacement of Collateral and other property in respect of which
such proceeds were received.




ENDORSEMENT:



(i) specify the Administrative Agent as an additional insured, mortgagee and lender loss payee as
its interests may appear (as applicable),



(ii) with respect to all property insurance policies, provide that the interest of the Lenders
shall be insured regardless of any breach or violation by the applicable Loan Parties of any
warranties, declarations or conditions contained in such policies or any action or inaction of the
applicable Loan Parties or others insured under such policies, except that the insurer shall not be
obligated to maintain the insurance if the breach consists of non-payment of premiums which
continues for 30 days after written notice to Administrative Agent,



(iii) provide a waiver of any right of the insurers to set off or counterclaim or any other
deduction, whether by attachment or otherwise,



(iv) provide that any and all rights of subrogation which the insurers may have or acquire against
the Loan Parties shall be, at all times and in all respects, junior and subordinate to the prior
Payment In Full of the Indebtedness hereunder and that no insurer shall exercise or assert any
right of subrogation until such time as the Indebtedness hereunder has been paid in full and the
Commitments have terminated,




 









 




(v) provide that no cancellation of such policies for any reason (including non-payment of premium)
nor any change therein shall be effective until at least thirty (30) days after receipt by the
Administrative Agent of written notice of such cancellation or change,



(vi) be primary without right of contribution of any other insurance carried by or on behalf of any
additional insureds with respect to their respective interests in the Collateral, and



(vii) provide that inasmuch as the policy covers more than one insured, all terms, conditions,
insuring agreements and endorsements (except limits of liability) shall operate as if there were a
separate policy covering each insured.




 









 





SCHEDULE 8.2.1




EXISTING INDEBTEDNESS





	1.	 	All indebtedness related to the Permitted Liens set forth on Schedule 1.1(P)
	 
	2.	 	All indebtedness related to Letters of Credit set forth on Schedule 2.5.1
	 
	3.	 	Indebtedness under performance, surety, statutory, appeal or other bonds in an aggregate
amount equal to $3,224,760
	 
	4.	 	Other indebtedness related to real estate building leases with respect to the following
properties in an aggregate amount equal to $8,657,971:






	 	a.	 	Ulrich Alber GmbH

Vor dem Weissen Stein 21

72461 Albstadt, Germany
	 
	 	b.	 	Invacare (Deutschland) GmbH

KleistraBe 49

D-32457 Porta Westfalica, Germany






	 	 	and equipment leases (primarily manufacturing) at various U.S. locations in an amount equal
to $435,789.
	 
	5.	 	Reimbursement obligations with respect to that certain Irrevocable Letter of Credit No.
68045935, issued on September 4, 2009 by Bank of America, as issuer, to JPMorgan Chase Bank,
N.A., as beneficiary, in the face amount of $75,000.





 









 





SCHEDULE 8.2.4




LOANS AND INVESTMENTS





	1.	 	All investments in Subsidiaries set forth on Schedule 6.1.2.
	 
	2.	 	Investment by Invacare Corporation in Brightree LLC in an aggregate amount equal to $800,000.
	 
	3.	 	Guarantee by Invacare Corporation for indebtedness incurred by certain of its German
Subsidiaries to Deutsche Bank in an aggregate amount not to exceed EUR 12,750,000.
	 
	4.	 	Guarantee by Invacare Corporation for indebtedness incurred by Dynamic Controls to ANZ Bank
for overdraft facilities in an aggregate amount not to exceed NZD 4,000,000.





 









 





SCHEDULE 8.2.22




REPAYMENTS AND REDEMPTIONS OF INDEBTEDNESS




NONE



 









 





EXHIBIT 1.1(A)




ASSIGNMENT AND ASSUMPTION AGREEMENT



     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Credit Agreement identified below (as the same
may be amended, restated, modified, or supplemented, the “Credit Agreement”), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, without limitation, any
Letters of Credit and guarantees included in such facilities), and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.




	 	 	 	 	 	 	 

	1.

	 	Assignor:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	[and is an Affiliate of [identify Lender]]
	 
	 	 	 	 	 	 
	3.	 	Borrowers:	 	INVACARE CORPORATION and certain of its Affiliates named in the Credit Agreement
(referred to below)
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent:	 	PNC BANK, NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement






 









 






	 	 	 	 	 	 	 

	5.	 	Credit Agreement:	 	The Credit Agreement dated as of October 28, 2010, among Invacare
Corporation, the other Borrowers and the Guarantors now or hereafter party thereto, the
Lenders now or party thereto, and PNC Bank, National Association, as Administrative
Agent
	 
	 	 	 	 	 	 
	6.

	 	Assigned Interest:	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	 	 	 
	 	 	of	 	Amount of	 	Percentage Assigned	 	 
	Facility	 	Commitment/Loans	 	Commitment/	 	of	 	 
	Assigned	 	for all Lenders	 	Loans Assigned	 	Commitment/Loans1	 	CUSIP Number
	Revolving Credit
Commitment
	 	$	     	 	 	$	     	 	 	 	     	%	 	 	 	 






7.     [Trade Date: ______________]2





 




			
	1	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
	 
	2	 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.





2









 





     Effective Date:                     , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3


The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 

	 	 	ASSIGNOR	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	3	 	Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment and Assumption.





3









 





	 	 	 	 	 	 	 

	 	 	Consented to and Accepted:	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





4









 





	 	 	 	 	 	 	 

	 	 	Consented to:4	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CANADA L.P., an Ontario, Canada partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE LIMITED, a United Kingdom corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE GERMANY HOLDING GMBH, a German corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDING TWO AB, a Swedish corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	4	 	INCLUDE BORROWERS’ CONSENT ONLY IF APPLICABLE.





5









 





	 	 	 	 	 	 	 

	 	 	INVACARE HOLDING AS, a Norwegian corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDINGS C.V., a Netherlands partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDINGS NEW ZEALAND, a New Zealand corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE INTERNATIONAL SARL, a Swiss corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SCANDINAVIAN MOBILITY INTERNATIONAL APS, a Danish corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





6









 





	 	 	 	 	 	 	 

	 	 	INVACARE AUSTRALIA PTY. LTD., an Australian corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






7












 





ANNEX 1




INVACARE CORPORATION ET AL.



CREDIT FACILITY



STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION AGREEMENT



     1. Representations and Warranties.



          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 8.3 [Reporting Requirements] thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, [(v) [to be included in case
Commitment/Loans to a Netherlands Borrower is/are assigned and in case the Assignee (new Lender) is
located in or organized under the laws of the Netherlands] the Assignee confirms on the Trade
Date that its amount of Commitments/Loans assumed is at least the Dollar Equivalent of EUR 50,000
or that it otherwise qualifies as a professional market party (professionele marktpartij) within
the meaning of the Dutch Act on Financial Supervision (Wet op het financieel toezicht) and any
regulation promulgated thereunder as amended or replaced from time to time.,] and (v[i]) if
Assignee is not incorporated or organized under the Laws of the United States of America or a state
thereof, attached to the Assignment and Assumption is any






 









 







documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the internal laws of the State of New York without regard to
its conflict of laws principles.



2









 





EXHIBIT 1.1(B)




BORROWER JOINDER AND ASSUMPTION AGREEMENT



     THIS BORROWER JOINDER AND ASSUMPTION AGREEMENT is made as of _______________, 20___, by
_____________________________, a _________________________ [corporation/partnership/limited
liability company] (the “New Borrower”).


Background




     Reference is made to (i) the Credit Agreement dated as of October 28, 2010 (as the same may be
modified, supplemented, or amended, the “Credit Agreement”) by and among Invacare Corporation, an
Ohio corporation, the other Borrowers and Borrowers now or hereafter party thereto, PNC Bank,
National Association, in its capacity as administrative agent for the Lenders party thereto (in
such capacity, the “Administrative Agent”), and the Lenders now or hereafter party thereto, (ii)
the Security Agreement dated as of October 28, 2010 (as the same may be modified, supplemented or
amended, the “Security Agreement”) of the Loan Parties party thereto, (iii) the Pledge Agreement
dated as of October 28, 2010 (as the same may be modified, supplemented or amended, the “Pledge
Agreement”) of the Loan Parties party thereto, and (iv) the other Loan Documents referred to in the
Credit Agreement, as the same may be modified, supplemented or amended.



Agreement




     Capitalized terms defined in the Credit Agreement are used herein as defined therein. In
consideration of the New Borrower becoming a Borrower under the terms of the Credit Agreement and
in consideration of the value of the direct and indirect benefits received by New Borrower as a
result of becoming affiliated with the Borrowers and the Borrowers, the New Borrower hereby agrees
that effective as of the date hereof it hereby is, and shall be deemed to be, a Borrower under the
Credit Agreement[, the Security Agreement and the Pledge Agreement]1 and each of the
other Loan Documents to which the Borrowers are a party and agrees that from the date hereof and
so long as any Loan or any Commitment of any Lender shall remain outstanding and until the Payment
In Full, subject in the case of a Foreign Borrower to the applicable provisions of the Credit
Agreement, New Borrower has assumed the joint and several obligations of a “Borrower” under, and
New Borrower shall perform, comply with and be subject to and bound by, jointly and severally, each
of the terms, provisions and waivers of, the Credit Agreement[, the Security Agreement and the
Pledge Agreement] and each of the other Loan Documents which are stated to apply to or are made by
a “Borrower”. Without limiting the generality of the foregoing, the New Borrower hereby represents
and warrants that (i) each of the representations and warranties set forth in Article 6 of the
Credit Agreement applicable to New Borrower as a Borrower is true and correct in all respects
(except for those representations and warranties qualified by reference to materiality, which shall
be true and correct) as to New





 




			
	1	 	Include reference to appropriate documents.
Domestic Loan Parties to be Debtors under Security Agreement and Pledgors under
Pledge Agreement consistent with Credit Agreement.




 









 









Borrower on and as of the date hereof, and (ii) New Borrower has heretofore received a true
and correct copy of the Credit Agreement and each of the other Loan Documents (including any
modifications thereof or supplements or waivers thereto) in effect on the date hereof.




     New Borrower hereby makes, affirms, and ratifies in favor of the Lenders and the
Administrative Agent the Credit Agreement and each of the other Loan Documents given by the
Borrowers to Administrative Agent and any of the Lenders.



     New Borrower is simultaneously delivering to the Administrative Agent the following documents
together with the Borrower Joinder required under Section 11.15.1 [Joinder of Guarantors and
Borrowers]:




Updated Schedules to Credit Agreement as described below [Note: updates to schedules
do not cure any breach of warranties].




Items for New Borrower specified in Sections 7.1.1(i), (ii), (iii), (iv), (v),
(vii), (ix) and (x) of the Credit Agreement, and fulfillment of any other
appropriate requirements set forth in Section 7.1.1., as applicable and as applied
to New Borrower.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Not
	Schedule No. and Description	 	Delivered	 	Delivered
	Schedule 6.1.2 - Subsidiaries
	 	 	o	 	 	 	o	 
	 
	 	 	 	 	 	 	 	 
	Opinion of Counsel (Schedule 7.1.1)
	 	 	o	 	 	 	o	 
	 
	 	 	 	 	 	 	 	 
	Any other Schedules to Credit Agreement that
necessitate updates after giving effect to
this Borrower Joinder and Assumption
Agreement
	 	 	o	 	 	 	o	 






     In furtherance of the foregoing, New Borrower shall execute and deliver or cause to be
executed and delivered at any time and from time to time such further instruments and documents and
do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion
of the Administrative Agent to carry out more effectively the provisions and purposes of this
Borrower Joinder and Assumption Agreement.



     This Borrower Joinder and Assumption Agreement may be executed in any number of counterparts,
and by different parties hereto in separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same instrument. New
Borrower acknowledges and agrees that a telecopy transmission to the Administrative Agent or any
Lender of signature pages hereof purporting to be signed on behalf of New Borrower shall constitute
effective and binding execution and delivery hereof by New Borrower.



4









 





     IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Borrower has duly
executed this Borrower Joinder and Assumption Agreement and delivered the same to the
Administrative Agent for the benefit of the Lenders, as of the date and year first above written
with the intention that it constitute a sealed instrument.



	 	 	 	 	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 

	Acknowledged and accepted:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





5









 





EXHIBIT 1.1(G)(1)




GUARANTOR JOINDER AND ASSUMPTION AGREEMENT



     THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of _______________, 20___, by
_____________________________, a _________________________ [corporation/partnership/limited
liability company] (the “New Guarantor”).


Background




     Reference is made to (i) the Credit Agreement dated as of October 28, 2010 (as the same may be
modified, supplemented, or amended, the “Credit Agreement”) by and among Invacare Corporation, an
Ohio corporation, the other Borrowers and Guarantors now or hereafter party thereto, PNC Bank,
National Association, in its capacity as administrative agent for the Lenders party thereto (in
such capacity, the “Administrative Agent”), and the Lenders now or hereafter party thereto, (ii)
the Continuing Agreement of Guaranty and Suretyship dated as of October 28, 2010 (as the same may
be modified, supplemented or amended, the “Guaranty”) of Guarantors issued to the Lenders and the
Administrative Agent, as the same may be modified, supplemented, or amended, (iii) the Security
Agreement dated as of October 28, 2010 (as the same may be modified, supplemented or amended, the
“Security Agreement”) of the Loan Parties party thereto, (iv) the Pledge Agreement dated as of
October 28, 2010 (as the same may be modified, supplemented or amended, the “Pledge Agreement”) of
the Loan Parties party thereto, and (v) the other Loan Documents referred to in the Credit
Agreement, as the same may be modified, supplemented or amended.



Agreement




     Capitalized terms defined in the Credit Agreement are used herein as defined therein. In
consideration of the New Guarantor becoming a Guarantor under the terms of the Credit Agreement and
in consideration of the value of the direct and indirect benefits received by New Guarantor as a
result of becoming affiliated with the Borrower and the Guarantors, the New Guarantor hereby agrees
that effective as of the date hereof it hereby is, and shall be deemed to be, a Guarantor under the
Credit Agreement, the Guaranty[, the Security Agreement and the Pledge Agreement]1 and
each of the other Loan Documents to which the Guarantors are a party and agrees that from the date
hereof and so long as any Loan or any Commitment of any Lender shall remain outstanding and until
the Payment In Full, subject in the case of a Foreign Guarantor to the provisions of Section
17(b)-(f) of the Guaranty, if applicable, New Guarantor has assumed the joint and several
obligations of a “Guarantor” under, and New Guarantor shall perform, comply with and be subject to
and bound by, jointly and severally, each of the terms, provisions and waivers of, the Credit
Agreement and the Guaranty[, the Security Agreement and the Pledge Agreement] and each of the other
Loan Documents which are stated to apply to or are made by a “Guarantor”. Without limiting the
generality of the foregoing, the New





 




			
	1	 	Include reference to appropriate documents.
Domestic Loan Parties to be Debtors under Security Agreement and Pledgors under
Pledge Agreement consistent with Credit Agreement.




 









 









Guarantor hereby represents and warrants that (i) each of the representations and warranties
set forth in Article 6 of the Credit Agreement applicable to New Guarantor as a Guarantor is true
and correct in all respects (except for those representations and warranties qualified by reference
to materiality, which shall be true and correct) as to New Guarantor on and as of the date hereof,
and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, the
Guaranty, and each of the other Loan Documents (including any modifications thereof or supplements
or waivers thereto) in effect on the date hereof.




     New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the
Administrative Agent the Credit Agreement, the Guaranty and each of the other Loan Documents given
by the Guarantors to Administrative Agent and any of the Lenders.



     New Guarantor is simultaneously delivering to the Administrative Agent the following documents
together with the Guarantor Joinder required under Section 8.2.9 [Subsidiaries, Partnerships and
Joint Ventures]:




Updated Schedules to Credit Agreement as described below [Note: updates to schedules
do not cure any breach of warranties].




Items for New Guarantor specified in Sections 7.1.1(i), (ii), (iii), (iv), (v),
(vii), (ix) and (x) of the Credit Agreement, and fulfillment of any other
appropriate requirements set forth in Section 7.1.1., as applicable and as applied
to New Guarantor.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Not
	Schedule No. and Description	 	Delivered	 	Delivered
	Schedule 6.1.2 - Subsidiaries
	 	 	o	 	 	 	o	 
	 
	 	 	 	 	 	 	 	 
	Opinion of Counsel (Schedule 7.1.1)
	 	 	o	 	 	 	o	 
	 
	 	 	 	 	 	 	 	 
	Any other Schedules to Credit Agreement that
necessitate updates after giving effect to
this Guarantor Joinder and Assumption
Agreement
	 	 	o	 	 	 	o	 






     In furtherance of the foregoing, New Guarantor shall execute and deliver or cause to be
executed and delivered at any time and from time to time such further instruments and documents and
do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion
of the Administrative Agent to carry out more effectively the provisions and purposes of this
Guarantor Joinder and Assumption Agreement.



     This Guarantor Joinder and Assumption Agreement may be executed in any number of counterparts,
and by different parties hereto in separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same instrument. New
Guarantor acknowledges and agrees that a telecopy transmission to the



7









 




Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf
of New Guarantor shall constitute effective and binding execution and delivery hereof by New
Guarantor.




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly
executed this Guarantor Joinder and Assumption Agreement and delivered the same to the
Administrative Agent for the benefit of the Lenders, as of the date and year first above written
with the intention that it constitute a sealed instrument.



	 	 	 	 	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 

	Acknowledged and accepted:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






8









 





EXHIBIT 1.1(G)(2)




CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP



     THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (this “Guaranty”), dated as of this
______ day of October __, 2010, is jointly and severally (subject to Sections 15 and 17(b)-(f), if
applicable) given by EACH OF THE UNDERSIGNED AND EACH OF THE OTHER PERSONS WHICH BECOME GUARANTORS
HEREUNDER FROM TIME TO TIME (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC
BANK, NATIONAL ASSOCIATION, as administrative agent for itself and the other Lenders under the
Credit Agreement described below (the “Administrative Agent”), in connection with that certain
Credit Agreement, dated as of October __, 2010 (as amended, restated, modified, or supplemented
from time to time hereafter, the “Credit Agreement”), by and among INVACARE CORPORATION, an Ohio
corporation, and the other Borrowers now or hereafter party thereto, the Guarantors now or
hereafter party thereto the Administrative Agent, and the Lenders now or hereafter party thereto
(the “Lenders”). Capitalized terms not otherwise defined herein shall have the respective meanings
ascribed to them by the Credit Agreement and the rules of construction set forth in Section 1.2
[Construction] of the Credit Agreement shall apply to this Guaranty.



     1. Guarantied Obligations. To induce the Administrative Agent and the Lenders to
make loans and grant other financial accommodations to the Borrowers under the Credit Agreement,
each Guarantor hereby jointly and severally (subject to Sections 15 and 17(b)-(f), if applicable)
unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any
provider of a Lender Provided Interest Rate/Currency Hedge or any provider of an Other Lender
Provided Financial Service Product; and becomes surety, as though it was a primary obligor for, the
full and punctual payment and performance when due (whether on demand, at stated maturity, by
acceleration, or otherwise and including any amounts which would become due but for the operation
of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of
any country or jurisdiction) of all Obligations, including, without limiting the generality of the
foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrowers (or,
in the case of Invacare Corporation, of the other Borrowers) or any other Guarantor (subject to
Sections 15 and 17(b)-(f), if applicable) to the Administrative Agent or any of the Lenders or any
Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan
Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all
renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations,
liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several,
absolute or contingent, due or to become due, whether for payment or performance, now existing or
hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing
after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with
respect to the Borrowers or any Guarantor or which would have arisen or accrued but for the
commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness
is not enforceable or allowable in such proceeding, and including all Obligations and liabilities
arising from any extensions of credit under or in connection with any Loan Document from time to
time, regardless of whether any such extensions of credit are in excess of the amount committed
under or contemplated by the Loan Documents or are made in circumstances in which any condition to



 









 




extension of credit is not satisfied) (all of the foregoing obligations, liabilities and
indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a
“Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations
shall be and remain Guarantied Obligations and the Administrative Agent and Lenders shall be
entitled to the benefit of this Guaranty with respect thereto if the Administrative Agent or any of
the Lenders (or any one or more assignees or transferees thereof) from time to time assign or
otherwise transfer all or any portion of their respective rights and obligations under the Loan
Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the
foregoing, each Guarantor jointly and severally agrees as follows.




     2. Guaranty. Each Guarantor hereby promises to pay and perform all such Guarantied
Obligations immediately upon demand of the Administrative Agent and the Lenders or any one or more
of them. All payments made hereunder shall be made by each Guarantor in immediately available
funds in U.S. Dollars and shall be made without setoff, counterclaim, withholding, or other
deduction of any nature.



     3. Obligations Absolute. To the fullest extent permitted by Law, the obligations of the
Guarantors hereunder shall not be discharged or impaired or otherwise diminished by the failure,
default, omission, or delay, willful or otherwise, by any Lender, the Administrative Agent, or any
Borrower or any other obligor on any of the Guarantied Obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a
matter of law or equity. Each of the Guarantors agrees that the Guarantied Obligations will be
paid and performed strictly in accordance with the terms of the Loan Documents. To the fullest
extent permitted by Law, without limiting the generality of the foregoing, each Guarantor hereby
consents to, at any time and from time to time, and, subject to Sections 15 and 17(b)-(f), if
applicable, the joint and several obligations of each Guarantor hereunder shall not be diminished,
terminated, or otherwise similarly affected by any of the following:



     (a) Any lack of genuineness, legality, validity, enforceability or allowability (in a
bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or
subordination, in whole or in part, of any Loan Document or any of the Guarantied Obligations and
regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of the Guarantied Obligations, any of the terms of the Loan Documents, or any rights of the
Administrative Agent or the Lenders or any other Person with respect thereto;



     (b) Any increase, decrease, or change in the amount, nature, type or purpose of any of, or any
release, surrender, exchange, compromise or settlement of any of the Guarantied Obligations
(whether or not contemplated by the Loan Documents as presently constituted); any change in the
time, manner, method, or place of payment or performance of, or in any other term of, any of the
Guarantied Obligations; any execution or delivery of any additional Loan Documents; or any
amendment, modification or supplement to, or renewals, extensions, refinancing or refunding of, any
Loan Document or any of the Guarantied Obligations;



     (c) Any failure to assert any breach of or default under any Loan Document or any of the
Guarantied Obligations; any extensions of credit in excess of the amount committed under or
contemplated by the Loan Documents, or in circumstances in which any condition to such



10









 




extensions of credit has not been satisfied; any other exercise or non-exercise, or any other
failure, omission, breach, default, delay, or wrongful action in connection with any exercise or
non-exercise, of any right or remedy against the Borrowers or any other Person under or in
connection with any Loan Document or any of the Guarantied Obligations; any refusal of payment or
performance of any of the Guarantied Obligations, whether or not with any reservation of rights
against any Guarantor; or any application of collections (including but not limited to collections
resulting from realization upon any direct or indirect security for the Guarantied Obligations) to
other obligations, if any, not entitled to the benefits of this Guaranty, in preference to
Guarantied Obligations entitled to the benefits of this Guaranty, or if any collections are applied
to Guarantied Obligations, any application to particular Guarantied Obligations;




     (d) Any taking, exchange, amendment, modification, waiver, supplement, termination,
subordination, compromise, release, surrender, loss, or impairment of, or any failure to protect,
perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights,
or remedies under or in connection with, or any failure, omission, breach, default, delay, or
wrongful action by the Administrative Agent or the Lenders, or any of them, or any other Person in
connection with the enforcement of, realization upon, or exercise of rights or remedies under or in
connection with, or, any other action or inaction by the Administrative Agent or the Lenders, or
any of them, or any other Person in respect of, any direct or indirect security for any of the
Guarantied Obligations. As used in this Guaranty, “direct or indirect security” for the Guarantied
Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of
credit, capital maintenance agreement, put option, subordination agreement, or other right or
arrangement of any nature providing direct or indirect assurance of payment or performance of any
of the Guarantied Obligations, made by or on behalf of any Person;



     (e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or
forfeiture, or other change in, restructuring or termination of the corporate structure or
existence of, the Borrowers or any other Person; any bankruptcy, insolvency, reorganization or
similar proceeding with respect to the Borrowers or any other Person; or any action taken or
election made by the Administrative Agent or the Lenders, or any of them (including but not limited
to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or
any other Person in connection with any such proceeding;



     (f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted
by the Borrowers or any other person with respect to any Loan Document or any of the Guarantied
Obligations; or any discharge by operation of law or release of the Borrowers or any other Person
from the performance or observance of any Loan Document or any of the Guarantied Obligations; or



     (g) Any other event or circumstance, whether similar or dissimilar to the foregoing, and
whether known or unknown, which might otherwise constitute a defense available to, or limit the
liability of, any Guarantor, a guarantor or a surety, excepting only full, strict, and indefeasible
payment and performance of the Guarantied Obligations in full.



11









 





     Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this
Guaranty pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] of the Credit
Agreement and each Guarantor affirms that its obligations shall continue hereunder undiminished.



     4. Waivers, etc. Each of the Guarantors hereby waives, to the fullest extent permitted
by Law, any defense to or limitation on its obligations under this Guaranty arising out of or based
on any event or circumstance referred to in Section 3 hereof. Without limitation and to the
fullest extent permitted by applicable Law, each Guarantor waives each of the following:



     (a) All notices, disclosures and demand of any nature which otherwise might be required from
time to time to preserve intact any rights against any Guarantor, including the following: any
notice of any event or circumstance described in Section 3 hereof; any notice required by any Law,
regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment,
nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations;
any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure
on the part of the Borrowers or any other Person to comply with any Loan Document or any of the
Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations;
and any notice of any information pertaining to the business, operations, condition (financial or
otherwise) or prospects of the Borrowers or any other Person;



     (b) Any right to any marshalling of assets, to the filing of any claim against the Borrowers
or any other Person in the event of any bankruptcy, insolvency, reorganization or similar
proceeding, or to the exercise against the Borrowers or any other Person of any other right or
remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any
direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or
diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other
Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the
damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any
direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of
limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any
requirement that any Guarantor receive notice of any such acceptance;



     (c) Any defense or other right arising by reason of any Law now or hereafter in effect in any
jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws,
“one action” laws or the like), or by reason of any election of remedies or other action or
inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to
commencement or completion of any judicial proceeding or nonjudicial sale or other action in
respect of collateral security for any of the Guarantied Obligations), which results in denial or
impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a
deficiency against the Borrowers or any other Person or which otherwise discharges or impairs any
of the Guarantied Obligations; and



     (d) Any and all defenses it may now or hereafter have based on principles of suretyship,
impairment of collateral, or the like.



12









 





     5. Reinstatement. This Guaranty is a continuing obligation of the Guarantors and shall
remain in full force and effect notwithstanding that no Guarantied Obligations may be outstanding
from time to time and notwithstanding any other event or circumstance. Upon termination of all
Commitments, the expiration of all Letters of Credit and indefeasible payment in full of all
Guarantied Obligations, this Guaranty shall terminate; provided, however, that this Guaranty shall
continue to be effective or be reinstated, as the case may be, any time any payment of any of the
Guarantied Obligations is rescinded, recouped, avoided, or must otherwise be returned or released
by any Lender or Administrative Agent upon or during the insolvency, bankruptcy, or reorganization
of, or any similar proceeding affecting, the Borrowers or for any other reason whatsoever, all as
though such payment had not been made and was due and owing.



     6. Subrogation. Each Guarantor waives, and agrees it will not exercise, any rights
against Borrowers or any other Guarantor arising in connection with, or any Collateral securing,
the Guarantied Obligations (including rights of subrogation, contribution, and the like) until the
Guarantied Obligations have been indefeasibly paid in full, and all Commitments have been
terminated and all Letters of Credit have expired, after which occurrences such Guarantor’s waiver
set forth herein of its subrogation rights shall be void. If any amount shall be paid to any
Guarantor by or on behalf of the Borrowers or any other Guarantor by virtue of any right of
subrogation, contribution, or the like, such amount shall be deemed to have been paid to such
Guarantor for the benefit of, and shall be held in trust for the benefit of, the Administrative
Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and
applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms
of the Credit Agreement.



     7. No Stay. Without limitation of any other provision of this Guaranty, if any
declaration of default or acceleration or other exercise or condition to exercise of rights or
remedies under or with respect to any Guarantied Obligation shall at any time be stayed, enjoined,
or prevented for any reason (including but not limited to stay or injunction resulting from the
pendency against the Borrowers or any other Person of a bankruptcy, insolvency, reorganization or
similar proceeding), the Guarantors agree that, for the purposes of this Guaranty and their
obligations hereunder, the Guarantied Obligations shall be deemed to have been declared in default
or accelerated, and such other exercise or conditions to exercise shall be deemed to have been
taken or met.



     8. Taxes.



     (a) No Deductions. All payments made by any Guarantor under any of the Loan Documents
shall be made free and clear of and without deduction for any present or future taxes, levies,
imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding
Excluded Taxes (all such non-Excluded Taxes, levies, imposts, deductions, charges, withholdings,
and liabilities being hereinafter referred to as “Taxes”). If any Guarantor shall be required by
Law to deduct any Taxes from or in respect of any sum payable under any of the Loan Documents, (i)
the sum payable shall be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Subsection (a)), such Lender
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full
amount deducted to the relevant tax authority or



13









 




other authority in accordance with applicable Law. Guarantors may be entitled to payments
with respect to refunded Taxes or Other Taxes (hereinafter defined) under the circumstances and to
the extent described in Section 5.9.5 [Status of Lenders] of the Credit Agreement.




     (b) Stamp Taxes. In addition, each Guarantor agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges, or similar levies which
arise from any payment made hereunder or from the execution, delivery, or registration of, or
otherwise with respect to, any of the Loan Documents (hereinafter referred to as “Other Taxes”),
provided, however, that Foreign Guarantors whose obligations are limited pursuant to Section 17(b)
hereof shall only be liable for such Other Taxes imposed in or by reason of their jurisdiction.



     (c) Indemnification for Taxes Paid by any Lender. Each Guarantor shall indemnify each
Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction (provided, however, that Foreign Guarantors whose
obligations are limited pursuant to Section 17(b) hereof, shall only indemnify as to Taxes or Other
Taxes imposed in or as a result of their jurisdiction) on amounts payable under this Subsection)
paid by any Lender and any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. Amounts required to be paid under this indemnification provision shall be paid
within thirty (30) days from the date a Lender makes written demand therefor.



     (d) Certificate. Within thirty (30) days after the date of any payment of any Taxes
by any Guarantor, such Guarantor shall furnish to each Lender, the original or a certified copy of
a receipt evidencing payment thereof. If no Taxes or Other Taxes are payable in respect of any
payment by such Guarantor, such Guarantor shall, if so requested by a Lender, provide a certificate
of an officer of such Guarantor to that effect.



     9. Notices. Each Guarantor agrees that all notices, statements, requests, demands and
other communications under this Guaranty shall be given to such Guarantor at the address set forth
on a Schedule to, or in a Guarantor Joinder and Assumption Agreement given under, the Credit
Agreement and in the manner provided in Section 11.5 [Notices; Effectiveness; Electronic
Communication] of the Credit Agreement. The Administrative Agent and the Lenders may rely on any
notice (whether or not made in a manner contemplated by this Guaranty) purportedly made by or on
behalf of a Guarantor, and the Administrative Agent and the Lenders shall have no duty to verify
the identity or authority of the Person giving such notice.



     10. Counterparts; Telecopy or Electronic Signatures. This Guaranty may be executed in any
number of counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. Each Guarantor acknowledges and
agrees that a telecopy or other electronic transmission (including email) to Administrative Agent
or any Lender of signature pages hereof purporting to be signed on behalf of any Guarantor shall
constitute effective and binding execution and delivery hereof by such Guarantor.



14









 





     11. Setoff, Default Payments by Borrowers.



     (a) In the event that at any time any obligation of the Guarantors now or hereafter existing
under this Guaranty shall have become due and payable, the Administrative Agent and the Lenders, or
any of them, shall have the right from time to time, without notice to any Guarantor, to set off
against and apply to such due and payable amount any obligation of any nature of any Lender or the
Administrative Agent, or any subsidiary or affiliate of any Lender or Administrative Agent, to any
Guarantor, including but not limited to all deposits (whether time or demand, general or special,
provisionally credited or finally credited, however evidenced) now or hereafter maintained by any
Guarantor with the Administrative Agent or any Lender. Such right shall be absolute and
unconditional in all circumstances and, without limitation, shall exist whether or not the
Administrative Agent or the Lenders, or any of them, shall have given any notice or made any demand
under this Guaranty or under such obligation to the Guarantor, whether such obligation to the
Guarantor is absolute or contingent, matured or unmatured (it being agreed that the Administrative
Agent and the Lenders, or any of them, may deem such obligation to be then due and payable at the
time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty, or
other direct or indirect security or right or remedy available to the Administrative Agent or any
of the Lenders, subject, however, to Sections 15 and 17(b)-(f), if applicable, so there is no right
of setoff with respect to each Foreign Guarantor except as to the Guarantied Obligations for which
such Foreign Guarantor is liable under this Guaranty. The rights of the Administrative Agent and
the Lenders under this Section are in addition to such other rights and remedies (including,
without limitation, other rights of setoff and banker’s lien) which the Administrative Agent and
the Lenders, or any of them, may have, and nothing in this Guaranty or in any other Loan Document
shall be deemed a waiver of or restriction on the right of setoff or banker’s lien of the
Administrative Agent and the Lenders, or any of them. Subject to the limitations set forth in
Section 9.2.3 [Set-off] of the Credit Agreement, each of the Guarantors hereby agrees that, to the
fullest extent permitted by Law, any affiliate or subsidiary of the Administrative Agent or any of
the Lenders and any holder of a participation in any obligation of any Guarantor under this
Guaranty, shall have the same rights of setoff as the Administrative Agent and the Lenders as
provided in this Section (regardless whether such affiliate or participant otherwise would be
deemed a creditor of the Guarantor).



     (b) Upon the occurrence and during the continuation of any default under any Guarantied
Obligation, if any amount shall be paid to any Guarantor by or for the account of Borrowers, such
amount shall be held in trust for the benefit of each Lender and Administrative Agent and shall
forthwith be paid to the Administrative Agent to be credited and applied to the Guarantied
Obligations when due and payable.



     12. Construction. The section and other headings contained in this Guaranty are for
reference purposes only and shall not affect interpretation of this Guaranty in any respect. This
Guaranty has been fully negotiated between the applicable parties, each party having the benefit of
legal counsel, and accordingly neither any doctrine of construction of guaranties or suretyships in
favor of the guarantor or surety, nor any doctrine of construction of ambiguities in agreement or
instruments against the party controlling the drafting thereof, shall apply to this Guaranty.



15









 





     13. Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its
successors and assigns, and shall inure to the benefit of and be enforceable by the Administrative
Agent and the Lenders, or any of them, and their successors and permitted assigns; provided,
however, that no Guarantor may assign or transfer any of its rights or obligations hereunder or any
interest herein and any such purported assignment or transfer shall be null and void. Without
limitation of the foregoing, the Administrative Agent and the Lenders, or any of them (and any
successive assignee or transferee, permitted under the Credit Agreement), from time to time, to the
extent permitted under the Credit Agreement, may assign or otherwise transfer all or any portion of
its rights or obligations under the Loan Documents (including all or any portion of any commitment
to extend credit), or any other Guarantied Obligations, to any other person and such Guarantied
Obligations (including any Guarantied Obligations resulting from extension of credit by such other
Person under or in connection with the Loan Documents) shall be and remain Guarantied Obligations
entitled to the benefit of this Guaranty, and to the extent of its interest in such Guarantied
Obligations such other Person shall be vested with all the benefits in respect thereof granted to
the Administrative Agent and the Lenders in this Guaranty or otherwise.



     14. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.



     (a) Governing Law. This Guaranty shall be governed by, construed, and enforced in
accordance with, the internal Laws of the State of New York, without regard to conflict of laws
principles.



     (b) Certain Waivers. Each Guarantor hereby irrevocably:




     (i) Submits to the nonexclusive jurisdiction of any New York state or federal court
sitting in New York County, in any action or proceeding arising out of or relating to this
Agreement, and each Guarantor hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York state or federal court.
Each Guarantor hereby waives to the fullest extent it may effectively do so, the defense of
an inconvenient forum to the maintenance of any such action or proceeding. Each Guarantor
hereby appoints the process agent identified below (the “Process Agent”) as its agent to
receive on behalf of such party, and its respective property, service of copies of the
summons and complaint and any other process which may be served in any action or proceeding.
Such service may be made by mailing or delivering a copy of such process to the Guarantor
in care of the Process Agent at the Process Agent’s address, and each Guarantor hereby
authorizes and directs the Process Agent to receive such service on its behalf. Each
Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions (or any political subdivision thereof) by suit on
the judgment or in any other manner provided at law. Each Guarantor further agrees that it
shall, for so long as any commitment or any obligation of any Loan Party to any Lender
remains outstanding, continue to retain Process Agent for the purposes set forth in this
Section 14. The Process Agent is the Company, with an office on the date hereof as set
forth in the Credit Agreement. The Process Agent hereby accepts the appointment of Process
Agent by the Companies and agrees to act as Process Agent on behalf of the Companies;



16









 






     (ii) Waives any objection to jurisdiction and venue of any action instituted against it
as provided herein and agrees not to assert any defense based on lack of jurisdiction or
venue; and




     (iii) WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS GUARANTY, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT
TO THE FULLEST EXTENT PERMITTED BY LAW.



     15. Severability; Modification to Conform to Law.



     (a) It is the intention of the parties that this Guaranty be enforceable to the fullest extent
permissible under applicable Law, but that the unenforceability (or modification to conform to such
Law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder
hereof. If any provision in this Guaranty shall be held invalid or unenforceable in whole or in
part in any jurisdiction, this Guaranty shall, as to such jurisdiction, be deemed amended to modify
or delete, as necessary, the offending provision or provisions and to alter the bounds thereof in
order to render it or them valid and enforceable to the maximum extent permitted by applicable Law,
without in any manner affecting the validity or enforceability of such provision or provisions in
any other jurisdiction or the remaining provisions hereof in any jurisdiction.



     (b) Without limitation of the preceding Subsection (a), to the extent that applicable Law
(including applicable Laws pertaining to fraudulent conveyance or fraudulent or preferential
transfer) otherwise would render the full amount of the Guarantor’s obligations hereunder invalid,
voidable, or unenforceable on account of the amount of a Guarantor’s aggregate liability under this
Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate
amount of such liability shall, without any further action by the Administrative Agent or any of
the Lenders or such Guarantor or any other Person, be automatically limited and reduced to the
highest amount which is valid and enforceable as determined in such action or proceeding, which
(without limiting the generality of the foregoing) may be an amount which is equal to the greater
of:




     (i) the fair consideration actually received by such Guarantor under the terms and as a
result of the Loan Documents and the value of the benefits described in this Section 15 (b)
hereof, including (and to the extent not inconsistent with applicable federal and state Laws
affecting the enforceability of guaranties) distributions, commitments, and advances made to
or for the benefit of such Guarantor with the proceeds of any credit extended under the Loan
Documents, or




     (ii) the excess of (A) the amount of the fair value of the assets of such Guarantor as
of the date of this Guaranty as determined in accordance with applicable federal and state
Laws governing determinations of the insolvency of debtors as in effect on the date hereof,
over (B) the amount of all liabilities of such Guarantor as of the date of this Guaranty,
also as determined on the basis of applicable federal and state Laws governing the
insolvency of debtors as in effect on the date hereof.



17









 




and once the liability of a Guarantor is reduced pursuant to this Subsection (b), nothing to the
contrary in this Guaranty will authorize or allow the Administrative Agent or any of the Lenders to
collect an amount greater than that reduced amount from such Guarantor (provided that the
circumstances giving rise to such reduction do not change, eliminating the basis for such
reduction) or any amounts not guaranteed by such Guarantor under this Guaranty.




     (c) To the extent that this Guaranty is granted by a Guarantor incorporated in Germany as a
limited liability company (GmbH) or a limited partnership (GmbH & Co KG) (each, a “German
Guarantor”) and the Guaranty relates to obligations of a direct or indirect shareholder of the
German Guarantor or Subsidiaries of such shareholders, this Guaranty shall be subject to the
limitations set out in this paragraph (c). Neither the Administrative Agent nor any Lender nor
any other beneficiary of this Guaranty shall be entitled to enforce the Guaranty to the extent that
such enforcement has the effect of:




     (i) reducing the German Guarantor’s net assets (Nettovermögen) (the “Net Assets”) to an
amount less than its stated share capital (Stammkapital), or




     (ii) (if its Net Assets are already lower than its stated share capital) causing such
amount to be further reduced,


and thereby affects the German Guarantor’s assets which are required for the obligatory
preservation of its stated share capital according to §§ 30, 31 of the German Act on Companies with
Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, “GmbH-Act”). The
value of the Net Assets shall be determined in accordance with the provisions and accounting
principles set out in the German Commercial Code (Handelsgesetzbuch, “HGB”) consistently applied
by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluß according to
§ 42 GmbH-Act, §§ 242, 264 HGB) in the previous years.




     (d) Notwithstanding anything to the contrary in this Section or elsewhere in this Guaranty,
this Guaranty shall be presumptively valid and enforceable to its full extent in accordance with
its terms, as if this Section (and references elsewhere in this Guaranty to enforceability to the
fullest extent permitted by Law) were not a part of this Guaranty, and in any related litigation
the burden of proof shall be on the party asserting the invalidity or unenforceability of any
provision hereof or asserting any limitation on any Guarantor’s obligations hereunder as to each
element of such assertion.



     16. Additional Guarantors. At any time after the initial execution and delivery of this
Guaranty to the Administrative Agent and the Lenders, additional Persons may become parties to this
Guaranty and thereby acquire the duties and rights of being Guarantors hereunder by executing and
delivering to the Administrative Agent and the Lenders a Guarantor Joinder and Assumption Agreement
pursuant to the Credit Agreement. No notice of the addition of any Guarantor shall be required to
be given to any pre-existing Guarantor and each Guarantor hereby consents thereto.



     17. Joint and Several Obligations; Limitation of Liability as to Certain Foreign Guarantors.



18









 





     (a) Except as set forth in Section 17(b)-(f) below, the obligations and additional liabilities
of the Guarantors under this Guaranty are joint and several obligations of the Guarantors, and each
Guarantor hereby waives to the full extent permitted by Law any defense it may otherwise have to
the payment and performance of the Obligations that its liability hereunder is limited and not
joint and several. Each Guarantor acknowledges and agrees that the foregoing waivers and those set
forth below serve as a material inducement to the agreement of the Administrative Agent and the
Lenders to make the Loans, and that the Administrative Agent and the Lenders are relying on each
specific waiver and all such waivers in entering into this Guaranty. Except as set forth in
Section 17(b) below, the undertakings of each Guarantor hereunder secure the obligations of itself
and the other Guarantors, and the Administrative Agent and the Lenders, or any of them, may, in
their sole discretion, elect to enforce this Guaranty against any Guarantor without any duty or
responsibility to pursue any other Guarantor and such an election by the Administrative Agent and
the Lenders, or any of them, shall not be a defense to any action the Administrative Agent and the
Lenders, or any of them, may elect to take against any Guarantor. Each of the Lenders and
Administrative Agent hereby reserve all rights against each Guarantor.



     (b) Notwithstanding anything to the contrary set forth in this Guaranty:




     (i) the obligations of each Foreign Guarantor shall be limited to the following: (a) if
such Foreign Guarantor is directly owned by a Foreign Borrower in the same jurisdiction, the
Guarantied Obligations of the Foreign Borrower which owns such Foreign Guarantor, or if such
Foreign Guarantor is not directly owned by a Foreign Borrower in the same jurisdiction, the
Guarantied Obligations of the Foreign Borrower in the same jurisdiction as the applicable
Foreign Guarantor, including without limitation all Loans borrowed by or for the sole
benefit of such Foreign Borrower and all Letter of Credit Obligations in respect of Letters
of Credit issued for such Foreign Borrower, together with interest and fees due thereupon
and all fees, costs, indemnities and other Guarantied Obligations attributable to such
Foreign Borrower (whether directly or by attribution) pursuant to the Loan Documents; and
(b) all fees, costs, indemnities and other Guarantied Obligations of such Foreign Guarantor
(whether directly or by attribution) pursuant to the Loan Documents, including without
limitation those arising under Sections 8 [Taxes] and 19(d) [Expenses] of this Guaranty, and
to the extent a Foreign Guarantor’s liability is limited pursuant to this Subsection (b)(i),
nothing to the contrary in this Guaranty will authorize or allow the Administrative Agent or
any of the Lenders to collect from such Foreign Guarantor an amount greater than the amount
of Guarantied Obligations for which such Foreign Guarantor is liable under this Guaranty;
and




     (ii) the obligations of Centralized Medical Equipment LLC, Family Medical Supply LLC,
Invacare Canadian Holdings, LLC, Invacare HCS, LLC, Invamex Holdings LLC, and Roadrunner
Mobility, Incorporated shall be limited to $100,000,000.00 in the aggregate until the
earlier to occur of (a) the date such Guarantors receive necessary consents under the 2015
Senior Notes to this Guaranty, or (b) February 28, 2011.



     (c) In addition to the limitations set forth in Section 17(b) above, if and to the extent
required by applicable Law of Norway, each Guarantor organized under the Laws of Norway’s aggregate
liability under this Guaranty shall be further limited under this Guaranty to



19









 




$480,000,000, plus interest thereon and fees, costs, expenses and indemnities as set out in
this Guaranty and the other Loan Documents.




     (d) In addition to the limitations set forth in Section 17(b) above, if and to the extent
required by applicable Law of Sweden, each Guarantor organized under the Laws of Sweden’s (each, a
“Swedish Guarantor”) liability under this Guaranty shall be further limited by an application of
the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regulating prohibited
loans and guarantees and distribution of assets taking into account also any other security granted
and/or guarantee given by the Swedish Guarantors subject to the corresponding limitation, and it is
understood that the obligations of the Swedish Guarantors for such liabilities under this Guaranty
shall apply only to the extent permitted by the above-mentioned provisions as applied together with
other applicable provisions of the Swedish Companies Act, and the guarantee shall be limited in
accordance herewith.



     (e) In addition to the limitations set forth in Section 17(b) above, the liability under this
Guaranty of each Foreign Guarantor organized under the Laws of the Netherlands (i) shall be further
limited to the maximum amount which it can guarantee and undertake to pay as set out herein
without, under the laws of the Netherlands, transgressing its corporate objects and interests
(“doel”) as meant in Section 2:7 of the Netherlands Civil Code, and (ii) shall be deemed not to be
assumed by such Guarantor to the extent that the same would constitute unlawful financial
assistance within the meaning of Section 2:207c of the Netherlands Civil Code and the provisions of
this Guaranty shall be construed accordingly.



     (f) In addition to the limitations set forth in Section 17(b) above, if and to the extent
required by applicable Law of Denmark, each Guarantor organized under the Laws of Denmark’s (each,
a “Danish Guarantor”) liability under this Guaranty shall be further limited if and to the extent
required to comply with Danish statutory provisions on unlawful financial assistance including, but
not limited to, Sections 210, 211 and 212 of the Danish Companies Act (in Danish: “Selskabsloven”)
and Section 22 of the Executive Order no. 172/2010; and shall, if and to the extent it would
otherwise conflict with the fiduciary duties of the directors or officers of such Danish Guarantor
or result in personal or criminal liability on the part of any director or officer, in relation to
obligations not incurred as a result of borrowings by the Danish Guarantor or Letters of Credit
issued on behalf of the Danish Guarantor, further be limited to an amount equal to the greater of
(i) the equity of the Danish Guarantor at the date of this Guarantee and (ii) the equity at the
date when a claim is made against the Danish Guarantor, in each case calculated in accordance with
the Danish Guarantor’s generally accepted accounting principles at the relevant time (including an
adjustment if and to the extent any book value is not equal to the market value); however, adjusted
to include (if not already included) a statutory reserve in respect of any unpaid portion of the
subscription price for shares issued by the Danish Guarantor calculated in accordance with the
Danish Guarantor’s generally accepted accounting principles at the relevant time.



     18. Receipt of Credit Agreement, Other Loan Documents, Benefits.



     (a) Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and
the other Loan Documents and each Guarantor certifies that the representations and warranties made
therein with respect to such Guarantor are true and correct. Further, each



20









 




Guarantor acknowledges and agrees to perform, comply with, and be bound by all of the
provisions of the Credit Agreement and the other Loan Documents.




     (b) Each Guarantor hereby acknowledges, represents, and warrants that it receives direct and
indirect benefits by virtue of its affiliation with the Borrowers and the other Guarantors and that
it will receive direct and indirect benefits from the financing arrangements contemplated by the
Credit Agreement and that such benefits, together with the rights of contribution and subrogation
that may arise in connection herewith are a reasonably equivalent exchange of value in return for
providing this Guaranty.



     19. Miscellaneous.



     (a) Generality of Certain Terms. As used in this Guaranty, the terms “hereof”,
“herein” and terms of similar import refer to this Guaranty as a whole and not to any particular
term or provision; the term “including”, as used herein, is not a term of limitation and means
“including without limitation”.



     (b) Amendments, Waivers. No amendment to or waiver of any provision of this Guaranty,
and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless
in a writing manually signed by or on behalf of the Administrative Agent and the Lenders. Any such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given. No delay or failure of the Administrative Agent or the Lenders, or any of them, in
exercising any right or remedy under this Guaranty shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. The rights and remedies of the
Administrative Agent and the Lenders under this Guaranty are cumulative and not exclusive of any
other rights or remedies available hereunder, under any other agreement or instrument, by Law, or
otherwise.



     (c) Telecommunications. Each Lender and Administrative Agent shall be entitled to
rely on the authority of any individual making any telecopy, electronic or telephonic notice,
request, or signature without the necessity of receipt of any verification thereof.



     (d) Expenses. Each Guarantor unconditionally agrees to pay all costs and expenses,
including reasonable attorney’s fees incurred by the Administrative Agent or any of the Lenders in
enforcing this Guaranty against any Guarantor and each Guarantor shall pay and indemnify each
Lender and Administrative Agent for, and hold it harmless from and against, any and all
obligations, liabilities, losses, damages, costs, expenses (including disbursements and reasonable
legal fees of counsel to any Lender or Administrative Agent), penalties, judgments, suits, actions,
claims, and disbursements imposed on, asserted against, or incurred by any Lender or Administrative
Agent:




     (i) relating to the preparation, negotiation, execution, administration, or enforcement
of or collection under this Guaranty or any document, instrument, or agreement relating to
any of the Guarantied Obligations, including in any bankruptcy, insolvency, or similar
proceeding in any jurisdiction or political subdivision thereof;



21









 






     (ii) relating to any amendment, modification, waiver, or consent hereunder or relating
to any telecopy or telephonic transmission purporting to be by any Guarantor or any
Borrower; and




     (iii) in any way relating to or arising out of this Guaranty, or any document,
instrument, or agreement relating to any of the Guarantied Obligations, or any action taken
or omitted to be taken by any Lender or Administrative Agent hereunder, and including those
arising directly or indirectly from the violation or asserted violation by any Guarantor or
any Borrower or Administrative Agent or any Lender of any Law, rule, regulation, judgment,
order, or the like of any jurisdiction or political subdivision thereof (including those
relating to environmental protection, health, labor, importing, exporting, or safety) and
regardless whether asserted by any governmental entity or any other Person.



     (e) Prior Understandings. This Guaranty and the Loan Documents constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and supersede any and all
other prior and contemporaneous understandings and agreements.



     (f) Survival. All representations and warranties of the Guarantors made in connection
with this Guaranty shall survive, and shall not be waived by, the execution and delivery of this
Guaranty, any investigation by or knowledge of the Administrative Agent and the Lenders, or any of
them, any extension of credit, or any other event or circumstance whatsoever.



[SIGNATURE PAGE FOLLOWS]




22











 





[SIGNATURE PAGE — CONTINUING

AGREEMENT OF GUARANTY AND SURETYSHIP]




     IN WITNESS WHEREOF, the undersigned parties intending to be legally bound, have executed this
Guaranty as of the date first above written with the intention that this Guaranty shall constitute
a sealed instrument.



	 	 	 	 	 
	 	INVACARE CORPORATION, an Ohio 

corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Senior Vice President 	 
	 



[Signatures continued on following pages]




***



Signature Page to Guaranty




23









 





	 	 	 	 	 
	 	DOMESTIC GUARANTORS:



ADAPTIVE SWITCH LABORATORIES, INC.

a Texas corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	THE AFTERMARKET GROUP, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	ALTIMATE MEDICAL, INC.

a Minnesota corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CENTRALIZED MEDICAL EQUIPMENT LLC

a Massachusetts limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CHAMPION MANUFACTURING INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



Signature Page to Guaranty





24









 





DOMESTIC GUARANTORS (continued):




	 	 	 	 	 
	 	FAMILY MEDICAL SUPPLY LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	FREEDOM DESIGNS, INC.

a California corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	GARDEN CITY MEDICAL INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Vice President 	 
	 
	 	THE HELIXX GROUP, INC.

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADIAN HOLDINGS, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADIAN HOLDINGS, LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



Signature Page to Guaranty





25









 





DOMESTIC GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE CONTINUING CARE, INC.

a Missouri corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CREDIT CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE FLORIDA CORPORATION

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE FLORIDA HOLDINGS, LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 
	 	INVACARE HCS, LLC

an Ohio limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 
	 	INVACARE HOLDINGS, LLC

an Ohio limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



Signature Page to Guaranty





26









 





DOMESTIC GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE INTERNATIONAL CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE SUPPLY GROUP, INC.

a Massachusetts corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVAMEX HOLDINGS LLC

an Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	KUSCHALL, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	ROADRUNNER MOBILITY, INCORPORATED

a Texas corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



Signature Page to Guaranty





27









 





	 	 	 	 	 
	 	FOREIGN GUARANTORS:



HEALTHCARE EQUIPMENT WA PTY. LTD.

an Australian proprietary limited company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 	 
		October 22, 2010 	 
	 
	 	HOME HEALTH EQUIPMENT PTY. LTD

an Australian proprietary limited company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 	 
		October 22, 2010 	 
	 
	 	MORRIS SURGICAL PTY. LTD

an Australian proprietary limited company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated 	 
		October 22, 2010 	 
	 
	 	6123449 CANADA INC.

a Canadian corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CARROLL HEALTHCARE GENERAL PARTNER, INC.

an Ontario corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



Signature Page to Guaranty





28









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	CARROLL HEALTHCARE INC.

an Ontario corporation

 	 
	 	By:  	
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CARROLL HEALTHCARE GENERAL PARTNER, INC.

an Ontario corporation,

as general partner of, and for and on behalf of,

CARROLL HEALTHCARE L.P.

an Ontario limited partnership

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADA GENERAL PARTNER INC.

a Canadian corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	6123449 CANADA INC.

a Canadian corporation,

as general partner of, and for and on behalf of,

MOTION CONCEPTS L.P.

an Ontario limited partnership

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	PERPETUAL MOTION ENTERPRISES LIMITED

an Ontario corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



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29









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE A/S

a Danish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact
	 
	 
	 	INVACARE EC-HØNG A/S

a Danish limited liability company	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE B.V.

a Dutch private company with limited liability

(besloten vennootschap met beperkte aansprakelijkheid)

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDINGS TWO B.V.

a Dutch private company with limited liability

(besloten vennootschap met beperkte aansprakelijkheid)

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	AQUATEC OPERATIONS GMBH

a German corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE AQUATEC GMBH

a German corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 



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30









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 	 	 
	 	 	INVACARE (DEUTSCHLAND) GMBH	 	 
	 	 	a German corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	SCANDINAVIAN MOBILITY GMBH	 	 
	 	 	a German corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	ULRICH ALBER GMBH	 	 
	 	 	a German corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	DYNAMIC CONTROLS	 	 
	 	 	a New Zealand corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 	 	Title: orney	 	 
	Witness:	 	Signature:	 	 
	 

	 	 	 	 

	 	 
	 	 	Full Name: Rachel Ann Sabato	 	 
	 

	 	Address:
	 	 Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:	 	Paralegal/Notary	 	 
	 
	 	 	 	 	 	 
	 	 	DYNAMIC SUZHOU HOLDINGS NEW ZEALAND	 	 
	 	 	a New Zealand corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney	 	 
	Witness:	 	Signature:	 	 
	 

	 	 	 	 

	 	 
	 	 	Full Name: Rachel Ann Sabato	 	 
	 	 	Address: Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 	 	Occupation: Paralegal/Notary	 	 






Signature Page to Guaranty




31









 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 	 	 
	 	 	INVACARE NEW ZEALAND	 	 
	 	 	a New Zealand corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Attorney	 	 
	Witness:	 	Signature:	 	 
	 

	 	 	 	 

	 	 
	 	 	Full Name: Rachel Ann Sabato	 	 
	 	 	Address: Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 	 	Occupation: Paralegal/Notary	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE AS	 	 
	 	 	a Norwegian corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	DOLOMITE AB	 	 
	 	 	a Swedish limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	DOLOMITE HOLDING AB	 	 
	 	 	a Swedish limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE AB	 	 
	 	 	a Swedish limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Attorney-In-Fact	 	 





Signature Page to Guaranty




32











 





FOREIGN GUARANTORS (continued):




	 	 	 	 	 
	 	INVACARE HOLDING AB

a Swedish limited liability company

 	 
	 	By:  	
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE DOLOMITE AB

a Swedish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE REA AB

a Swedish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 



	 	 	 	 	 	 	 
	 	 	INVACARE UK OPERATIONS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	Acting By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Robert K. Gudbranson 
	 	 
	 

	 	Title:
	 	Director	 	 
	In presence of:   


	 	Signature:	 	 	 	 
	 

	 	Full Name:
	 	 

Rachel Ann Sabato
	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 








Signature Page to Guaranty




 33















 





EXHIBIT 1.1(N)(1)


REVOLVING CREDIT NOTE




			
	 	 	 
	$                                                            
	 	Pittsburgh, Pennsylvania

                                        , 20     






     FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio corporation, INVACARE
AUSTRALIA PTY. LTD., an Australian proprietary limited company, INVACARE CANADA L.P., an Ontario
limited partnership, SCANDINAVIAN MOBILITY INTERNATIONAL APS, a Danish limited liability company,
INVACARE GERMANY HOLDING GMBH, a German corporation, INVACARE HOLDINGS C.V., a limited partnership
(commanditaire vennootschap) established under the laws of the Netherlands, INVACARE HOLDINGS NEW
ZEALAND, a New Zealand corporation, INVACARE HOLDING AS, a Norwegian corporation, INVACARE HOLDING
TWO AB, a Swedish limited liability company, INVACARE INTERNATIONAL SÀRL, a Swiss corporation, and
INVACARE LIMITED (herein collectively called the “Borrowers”), hereby unconditionally promise to
pay to the order of                                                             (the “Lender”), the lesser of (i) the
principal sum of                                                             Dollars (US$       
                                 ) (or the Dollar Equivalent
of such amount in Optional Currencies as provided in the Credit Agreement), or (ii) the aggregate
unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant
to Section 2.1.1 [Revolving Credit Commitment] of the Credit Agreement, dated as of October 28,
2010, among Invacare Corporation and the other Borrowers now or hereafter party thereto, the
Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank,
National Association, as administrative agent, (hereinafter referred to in such capacity as the
“Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the
“Credit Agreement”), together with all outstanding interest thereon on the Expiration Date or as
otherwise provided in the Credit Agreement. This Revolving Credit Note is subject to all the terms
and conditions of the Credit Agreement.



     The Borrowers shall pay interest on the unpaid principal balance hereof from time to time
outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant
to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit
Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5 [Interest
Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to
be made or taken hereunder shall be stated to be or become due on a day which is not a Business
Day, such payment or action shall be made or taken on the next following Business Day, unless
otherwise provided in the Credit Agreement, and such extension of time shall be included in
computing interest or fees, if any, in connection with such payment or action. Upon the occurrence
and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire
principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit
Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and
the other Loan Documents at a rate per annum and as otherwise set forth in Section 4.3 [Interest
During Event of Default] of the Credit Agreement. Such interest rate will accrue before and after
any judgment has been entered.



 









 





     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise
directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds.



     This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments, in certain circumstances, on account
of principal hereof prior to maturity upon the terms and conditions therein specified. Each
Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Revolving
Credit Note and the Credit Agreement.



     This Revolving Credit Note shall bind the Borrowers and their successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers and
the Lender, respectively, and their respective successors and assigns as permitted under the Credit
Agreement.



     This Revolving Credit Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes be governed, by and
construed and enforced in accordance with, the internal laws of the State of New York without
giving effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit
Agreement shall apply to this Revolving Credit Note.



     The liability of the Foreign Borrowers under this Note is subject to the provisions of Section
11.14 of the Credit Agreement [Foreign Borrowers].



[SIGNATURE PAGES FOLLOW]




2









 





[SIGNATURE PAGE 1 OF 3 TO REVOLVING CREDIT NOTE]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed
this Revolving Credit Note by its duly authorized officer with the intention that it constitute a
sealed instrument.



	 	 	 	 	 
	 	BORROWERS:


INVACARE CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Senior Vice President 	 
	 
	 	INVACARE AUSTRALIA PTY. LTD.

an Australian proprietary limited company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated  	 
	 	October 21, 2010 	 
	 
	 	INVACARE CANADA GENERAL PARTNER INC.

a Canadian corporation,

as general partner of, and for and on behalf of,

INVACARE CANADA L.P.

an Ontario limited partnership

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	SCANDINAVIAN MOBILITY 

INTERNATIONAL APS a Danish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE GERMANY HOLDING GMBH

a German corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 














 





[SIGNATURE PAGE 2 OF 3 TO REVOLVING CREDIT NOTE]




	 	 	 	 	 
	 	INVACARE HOLDINGS C.V.

a limited partnership (commanditaire vennootschap)

established under the laws of the Netherlands

by Invacare Holdings, LLC

an Ohio limited liability company

as general partner (beherend vennoot)

 	 
	 	By:  	
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE HOLDINGS NEW ZEALAND

a New Zealand corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 
	 



	 	 	 	 	 	 	 
	Witness:

	 	Signature:	 	 	 	 
	 

	 	Full Name:
	 	 

Rachel Ann Sabato
	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






	 	 	 	 	 
	 	INVACARE HOLDING AS

a Norwegian corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDING TWO AB

a Swedish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE INTERNATIONAL SÀRL

a Swiss corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 














 





[SIGNATURE PAGE 3 OF 3 TO REVOLVING CREDIT NOTE]




	 	 	 	 	 	 	 
	 	 	INVACARE LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	Acting By:	 	 
	 	 
	 	 	Name: Robert K. Gudbranson	 	 
	 	 	Title: Director	 	 
	In presence of:

	 	Signature:	 	 	 	 
	 

	 	Full Name:
	 	 

Rachel Ann Sabato
	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






5









 





EXHIBIT 1.1(N)(2)




SWING LOAN NOTE



			
	 	 	 
	$[30,000,000]
	 	Pittsburgh, Pennsylvania

                                        , 20     






     FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio corporation, INVACARE
AUSTRALIA PTY. LTD., an Australian proprietary limited company, INVACARE CANADA L.P., an Ontario
limited partnership, SCANDINAVIAN MOBILITY INTERNATIONAL APS, a Danish limited liability company,
INVACARE GERMANY HOLDING GMBH, a German corporation, INVACARE HOLDINGS C.V., a limited partnership
(commanditaire vennootschap) established under the laws of the Netherlands, INVACARE HOLDINGS NEW
ZEALAND, a New Zealand corporation, INVACARE HOLDING AS, a Norwegian corporation, INVACARE HOLDING
TWO AB, a Swedish limited liability company, INVACARE INTERNATIONAL SÀRL, a Swiss corporation, and
INVACARE LIMITED (herein collectively called the “Borrowers”), hereby unconditionally promise to
pay to the order of [PNC BANK, NATIONAL ASSOCIATION][or insert name of other applicable Optional
Currency Swing Loan Lender pursuant to Credit Agreement] (the “Lender”), the lesser of (i) the
principal sum of [Thirty Million Dollars (US$30,000,000)], or (ii) the aggregate unpaid principal
balance of all Swing Loans made by the Lender to the Borrowers pursuant Section 2.1.2 [Swing Loan
Commitment] to the Credit Agreement, dated as of October 28, 2010, among Invacare Corporation and
the other Borrowers now or hereafter party thereto, the Guarantors now or hereafter party thereto,
the Lenders now or hereafter party thereto, and PNC Bank, National Association, as administrative
agent (in such capacity, the “Administrative Agent”) (as amended, restated, modified, or
supplemented from time to time, the “Credit Agreement”), payable with respect to each Swing Loan
evidenced hereby on the earlier of (i) demand by the Lender or (ii) the Expiration Date, or as
otherwise provided in the Credit Agreement. This Swing Loan Note is subject to all the terms and
conditions of the Credit Agreement. The aggregate amount of all Swing Loans is subject to
compliance with the Swing Loan Sublimit.



     The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time
to time outstanding from the date hereof at the rate per annum and on the date(s) provided in the
Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Swing Loan
Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided
in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated
to be or become due on a day which is not a Business Day, such payment or action shall be made or
taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and
such extension of time shall be included in computing interest or fees, if any, in connection with
such payment or action. Upon the occurrence and during the continuation of an Event of Default,
the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans
evidenced by this Swing Loan Note at a rate per annum and as otherwise set forth in Section 4.3
[Interest During Event of Default] of the



 









 




Credit Agreement. Such interest rate will accrue before and after any judgment has been
entered.




     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219, unless otherwise
directed in writing by the holder hereof, in lawful money of the United States of America in
immediately available funds.



     This Swing Loan Note is one of the Notes referred to in, and is entitled to the benefits of,
the Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments, in certain circumstances, on account
of principal hereof prior to maturity upon the terms and conditions therein specified. Each
Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Swing Loan
Note and the Credit Agreement.



     Each Borrower acknowledges and agrees that the Lender may at any time and in its sole
discretion demand payment of all amounts outstanding under this Swing Loan Note without prior
notice to the Borrowers.



     This Swing Loan Note shall bind the Borrowers and their successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers and
the Lender, respectively, and their respective successors and assigns as permitted under the Credit
Agreement.



     This Swing Loan Note and any other documents delivered in connection herewith and the rights
and obligations of the parties hereto and thereto shall for all purposes be governed, by and
construed and enforced in accordance with, the internal laws of the State of New York without
giving effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit
Agreement shall apply to this Swing Loan Note.



     The liability of the Foreign Borrowers under this Note is subject to the provisions of Section
11.14 of the Credit Agreement [Foreign Borrowers].



[SIGNATURE PAGES FOLLOW]




 









 





[SIGNATURE PAGE 1 OF 3 TO SWING LOAN NOTE]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed
this Revolving Credit Note by its duly authorized officer with the intention that it constitute a
sealed instrument.



	 	 	 	 	 
	 	BORROWERS:



INVACARE CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Senior Vice President 	 
	 
	 	INVACARE AUSTRALIA PTY. LTD.

an Australian proprietary limited company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact, by Power of Attorney dated	 
	 	October 21, 2010	 
	 
	 	INVACARE CANADA GENERAL PARTNER INC.

a Canadian corporation,

as general partner of, and for and on behalf of,

INVACARE CANADA L.P.

an Ontario limited partnership

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	SCANDINAVIAN MOBILITY INTERNATIONAL APS a Danish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE GERMANY HOLDING GMBH

a German corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 




 









 





[SIGNATURE PAGE 2 OF 3 TO SWING LOAN NOTE]




	 	 	 	 	 
	 	INVACARE HOLDINGS C.V.

a limited partnership (commanditaire vennootschap)

established under the laws of the Netherlands

by Invacare Holdings, LLC

an Ohio limited liability company

as general partner (beherend vennoot)

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE HOLDINGS NEW ZEALAND

a New Zealand corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney 	 



	 	 	 	 	 	 	 
	Witness:

	 	Signature:	 	 	 	 
	 

	 	Full Name:
	 	 

Rachel Ann Sabato
	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 






	 	 	 	 	 
	 	INVACARE HOLDING AS

a Norwegian corporation

 	 
	 	By:  	
 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE HOLDING TWO AB

a Swedish limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 
	 	INVACARE INTERNATIONAL SÀRL

a Swiss corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Attorney-In-Fact 	 
	 




 









 





[SIGNATURE PAGE 3 OF 3 TO SWING LOAN NOTE]




	 	 	 	 	 	 	 
	 	 	INVACARE LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	Acting By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert K. Gudbranson	 	 
	 	 	Title: Director	 	 
	In presence of:

	 	Signature:	 	 	 	 
	 

	 	Full Name:
	 	 

Rachel Ann Sabato
	 	 
	 

	 	Address:
	 	Calfee, Halter & Griswold LLP	 	 
	 

	 	 	 	800 Superior Avenue, Suite 1400	 	 
	 

	 	 	 	Cleveland, OH 44114	 	 
	 

	 	Occupation:
	 	Paralegal/Notary	 	 







 











 





EXHIBIT 1.1(P)(1)




PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT



     THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (the “Agreement”), dated as of
October 28, 2010, is entered into by and among EACH OF THE PERSONS LISTED ON THE SIGNATURE PAGES
HERETO AND EACH OF THE OTHER PERSONS WHICH BECOMES A PLEDGOR HEREUNDER FROM TIME TO TIME (each, a
“Pledgor” and collectively, the “Pledgors”), and PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders referred to below (the “Agent”).



     WHEREAS, pursuant to that certain Credit Agreement (as amended, restated, modified or
supplemented from time to time, the “Credit Agreement”) of even date herewith by and among
Invacare Corporation, an Ohio corporation, and each of the other Borrowers now or hereafter party
thereto, each of the Guarantors now or hereafter party thereto, each of the Lenders (all as defined
in the Credit Agreement) now or hereafter party thereto, and the Agent, the Agent and the Lenders
have agreed to provide certain Loans and grant other financial accommodations to the Loan Parties
(each as defined in the Credit Agreement), and the Pledgors have agreed, among other things, to
grant a security interest to the Agent in certain patents, trademarks, copyrights and other
property as security for such loans and other obligations as more fully described herein.



     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:


1. Defined Terms.




     (a) Except as otherwise expressly provided herein, (i) capitalized terms used in this
Agreement shall have the respective meanings assigned to them in the Credit Agreement, and (ii) the
rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply
to this Agreement. Where applicable and except as otherwise expressly provided herein, terms used
herein (whether or not capitalized) shall have the respective meanings assigned to them in the
Uniform Commercial Code as enacted in the State of New York, as amended from time to time (the
“Code”).



     (b) “Patents, Trademarks and Copyrights” shall mean and include all of each Pledgor’s
present and future right, title and interest in and to the following: all trade names, patent
applications, patents, trademark applications, trademarks and copyrights, whether now owned or
hereafter acquired by any Pledgor, including, without limitation, those listed on Schedule A
hereto, including all proceeds thereof (such as, by way of example, license royalties and proceeds
of infringement suits), the right to sue for past, present and future infringements, all rights
corresponding thereto throughout the world and all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, and the goodwill of the business to which any of the
patents, trademarks and copyrights relate.



     (c) “Debt” shall mean and include the following: (a) all now existing and hereafter
arising Obligations of the Pledgors to the Agent, the Lenders, or any provider of any Lender
Provided Interest Rate/Currency Hedge or any provider of any Other Lender Provided Financial
Service Product under the Credit Agreement or any of the other Loan Documents, including all




Schedule A to Pledge Agreement — Page 2









 




obligations, liabilities, and indebtedness, whether for principal, interest, fees, expenses or
otherwise, of the Pledgors to the Agent, the Lenders, or any obligation in connection with any
Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service
Product, now existing or hereafter incurred under the Credit Agreement, the Notes, the Guaranty
Agreement or any of the other Loan Documents as any of the same or any one or more of them may from
time to time be amended, restated, modified, or supplemented, together with any and all extensions,
renewals, refinancings, and refundings thereof in whole or in part (and including obligations,
liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy,
insolvency, reorganization, or similar proceeding with respect to the Pledgors or which would have
arisen or accrued but for the commencement of such proceeding, even if the claim for such
obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and
including all obligations, liabilities and indebtedness arising from any extensions of credit under
or in connection with the Loan Documents from time to time, regardless whether any such extensions
of credit are in excess of the amount committed under or contemplated by the Loan Documents or are
made in circumstances in which any condition to extension of credit is not satisfied); (ii) all
reimbursement obligations of the Pledgors with respect to any one or more Letters of Credit issued
by an Issuing Bank; (iii) all indebtedness, loans, obligations, expenses and liabilities of the
Pledgors to the Agent or any of the Lenders, or any obligations incurred in connection with any
Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service
Product; and (iv) any sums advanced by the Agent or the Lenders or which may otherwise become due
pursuant to the provisions of the Credit Agreement, the Notes, this Agreement, or any other Loan
Documents or pursuant to any other document or instrument at any time delivered to the Agent in
connection therewith, including commitment, letter of credit, agent or other fees and charges, and
indemnification obligations under any such document or instrument, together with all interest
payable on any of the foregoing, whether such sums are advanced or otherwise become due before or
after the entry of any judgment for foreclosure or any judgment on any Loan Document or with
respect to any default under any of the Debt.




     2. To secure the performance and Payment In Full of all Debt, each Pledgor hereby grants and
conveys a security interest to the Agent in the entire right, title and interest of such Pledgor in
and to all of its Patents, Trademarks and Copyrights.



     3. Each Pledgor covenants and warrants that:



     (a) except as would not cause a Material Adverse Change, the Patents, Trademarks and
Copyrights are subsisting and have not been adjudged invalid or unenforceable, in whole or in part;



     (b) except as would not cause a Material Adverse Change, to the best of such Pledgor’s
knowledge, each of the Patents, Trademarks and Copyrights is valid and enforceable;



     (c) except as would not cause a Material Adverse Change, such Pledgor is the sole and
exclusive owner of the entire and unencumbered right, title and interest in and to each of its
Patents, Trademarks and Copyrights, free and clear of any liens, charges and encumbrances,
including without limitation pledges, assignments, licenses, shop rights and covenants by such
Pledgor not to sue third persons, other than Permitted Liens;



-3-









 





     (d) except as would not cause a Material Adverse Change, no claim has been made to such
Pledgor or, to the knowledge of such Pledgor, any other person that the use of any of the Patents,
Trademarks and Copyrights does or may violate the rights of any third party;



     (e) except as would not cause a Material Adverse Change, such Pledgor has used, and except as
otherwise permitted under the Credit Agreement, will continue to use for the duration of this
Agreement, consistent standards of quality in its manufacture of products sold under the Patents,
Trademarks and Copyrights; and



     (f) except as would not cause a Material Adverse Change, such Pledgor has used, and except for
those Patents, Trademarks and Copyrights that are hereafter allowed to lapse in accordance with
Paragraph 11 hereof or in accordance with the Credit Agreement, will continue to use for the
duration of this Agreement, proper statutory notice in connection with its use of the Patents,
Trademarks and Copyrights.



     4. Subject to the Credit Agreement and Security Agreement, the Agent and the Lenders, or any of
the them, may, in their sole discretion, elect to enforce this Agreement against any Pledgor
without any duty or responsibility to pursue any other Pledgor and such an election by the Agent
and the Lenders, or any of them, shall not be a defense to any action the Agent and the Lenders, or
any of them, may elect to take against any Pledgor. Each of the Lenders and the Agent hereby
reserve all right against each Pledgor.



     5. Each Pledgor agrees that, until Payment In Full, it will not enter into any agreement (for
example, a license agreement) which is inconsistent with such Pledgor’s obligations under this
Agreement, without the Agent’s prior written consent which shall not be unreasonably withheld,
except such Pledgor may license technology (i) to other Loan Parties, (ii) in the ordinary course
of business to suppliers and customers to facilitate the manufacture and use of such Pledgor’s
products without the Agent’s consent, and (iii) as otherwise permitted under the Credit Agreement
and Security Agreement.



     6. If, before Payment In Full, any Pledgor shall own any new domestic trademarks or any new
domestic copyrightable or patentable inventions, or any domestic patent application or patent for
any reissue, division, continuation, renewal, extension, or continuation in part of any Patent,
Trademark or Copyright or any domestic improvement on any Patent, Trademark or Copyright, the
provisions of this Agreement shall automatically apply thereto and such Pledgor shall give to the
Agent prompt notice in writing of any such future domestic patents, patent applications, trademark
applications, statements of use or use or other change in the status of any intent-to-use trademark
applications, trademark registrations, copyright applications and copyright registrations. The
Pledgors and the Agent agree to modify this Agreement by amending Schedule A to include any future
domestic patents, patent applications, trademark applications, statements of use or use or other
change in the status of any intent-to-use trademark applications, trademark registrations,
copyright registrations.



     7. Subject to Section 9.2.1 [Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings] of the Credit Agreement, the Agent shall have, in addition to all other
rights and remedies given it by this Agreement and those rights and remedies set forth in the
Credit Agreement, those allowed by applicable Law and the rights and remedies of a secured



-4-









 




party under the Uniform Commercial Code as enacted in any jurisdiction in which the Patents,
Trademarks and Copyrights may be located and, without limiting the generality of the foregoing, if
an Event of Default has occurred and is continuing, the Agent may immediately, without demand of
performance and without other notice (except as set forth below) or demand whatsoever to any
Pledgor, all of which are hereby expressly waived, and without advertisement, sell at public or
private sale or otherwise realize upon, in a city that the Agent shall designate by notice to such
Pledgor, in Pittsburgh, Pennsylvania or elsewhere, the whole or from time to time any part of the
Patents, Trademarks and Copyrights, or any interest which such Pledgor may have therein and shall
apply such proceeds as provided in Section 9.2.5 [Application of Proceeds] of the Credit Agreement.
Notice of any sale or other disposition of the Patents, Trademarks and Copyrights shall be given
to the Pledgors at least ten (10) days before the time of any intended public or private sale or
other disposition of the Patents, Trademarks and Copyrights is to be made, which each Pledgor
hereby agrees shall be reasonable notice of such sale or other disposition. At any such sale or
other disposition, the Agent may, to the extent permissible under applicable Law, purchase the
whole or any part of the Patents, Trademarks and Copyrights sold, free from any right of redemption
on the part of any Pledgor, which right is hereby waived and released.




     8. Subject to Section 9.2.1 [Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings] of the Credit Agreement, if any Event of Default shall have occurred
and be continuing, each Pledgor hereby authorizes and empowers the Agent to make, constitute and
appoint any officer or agent of the Agent, as the Agent may select in its exclusive discretion, as
such Pledgor’s true and lawful attorney-in-fact, with the power to endorse such Pledgor’s name on
all applications, documents, papers and instruments necessary for the Agent to use the Patents,
Trademarks and Copyrights, or to grant or issue, on commercially reasonable terms, any exclusive or
nonexclusive license under the Patents, Trademarks and Copyrights to any third person, or necessary
for the Agent to assign, pledge, convey or otherwise transfer title in or dispose, on commercially
reasonable terms, of the Patents, Trademarks and Copyrights to any third Person. Each Pledgor
hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney, being coupled with an interest, shall be irrevocable for the life of this
Agreement.



     9. At such time as the Pledgors shall have made Payment In Full all of the Debt, and the
Commitments shall have terminated and the Letters of Credit have expired or been terminated, this
Agreement shall terminate and the Agent will thereafter, upon any Pledgor’s request and at such
Pledgor’s expense, execute and deliver to the applicable Pledgor all deeds, assignments and other
instruments as may be necessary or proper to remove the Agent’s security interest in the Patents,
Trademarks and Copyrights, subject to any disposition thereof which may have been made by the Agent
pursuant hereto.



     10. Any and all fees, costs and expenses, of whatever kind or nature, including attorney’s fees
and expenses incurred by the Agent in connection with the preparation of this Agreement (including
the allocated costs of staff counsel) and all other documents relating hereto and the consummation
of this transaction, the filing or recording of any documents (including all taxes in connection
therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance
fees, encumbrances, the protection, maintenance or preservation of the Patents, Trademarks and
Copyrights, or the defense or prosecution of any actions or proceedings arising



-5-









 




out of or related to the Patents, Trademarks and Copyrights, shall be borne and paid by the
Pledgors within fifteen (15) days of demand by the Agent, and if not paid within such time, shall
be added to the principal amount of the Debt and shall bear interest at the highest rate prescribed
in the Credit Agreement.




     11. Each Pledgor shall have the duty, through counsel reasonably acceptable to the Agent, to
prosecute diligently, consistent with its past practices, any patent applications of the Patents,
Trademarks and Copyrights pending as of the date of this Agreement if commercially reasonable or
thereafter until Payment In Full, to make application on unpatented but patentable inventions
(whenever it is commercially reasonable in the reasonable judgment of such Pledgor to do so) and to
preserve and maintain all rights in patent applications and patents included in the Patents,
Trademarks and Copyrights, including without limitation the payment of all maintenance fees. Any
expenses incurred in connection with such an application shall be borne by the Pledgors. Except as
permitted under the Credit Agreement and Security Agreement, no Pledgor may abandon any material
Patent, Trademark or Copyright, if such would not be consistent with past practices, without the
consent of the Agent, which shall not be unreasonably withheld.



     12. Each Pledgor shall have the right, with the consent of the Agent, which shall not be
unreasonably withheld, to bring suit, action or other proceeding in its own name, and to join the
Agent, if necessary, as a party to such suit so long as the Agent is satisfied that such joinder
will not subject it to any risk of liability, to enforce the Patents, Trademarks and Copyrights and
any licenses thereunder. Each Pledgor shall promptly, upon demand, reimburse and indemnify the
Agent for all damages, costs and expenses, including reasonable legal fees, incurred by the Agent
as a result of such suit or joinder by such Pledgor.



     13. No course of dealing between the Pledgors and the Agent, nor any failure to exercise nor any
delay in exercising, on the part of the Agent, any right, power or privilege hereunder or under the
Credit Agreement or other Loan Documents shall operate as a waiver of such right, power or
privilege, nor shall any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any other right, power
or privilege.



     14 .All of the Agent’s rights and remedies with respect to the Patents, Trademarks and Copyrights,
whether established hereby or by the Credit Agreement or by any other agreements or by Law, shall
be cumulative and may be exercised singularly or concurrently.



     15. The provisions of this Agreement are severable, and if any clause or provision shall be held
invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction,
and shall not in any manner affect such clause or provision in any other jurisdiction, or any
clause or provision of this Agreement in any jurisdiction.



     16. This Agreement is subject to modification only by a writing signed by the parties, except as
provided in Paragraph 6.



     17. The benefits and burdens of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties in accordance with the Credit



-6-









 




Agreement, provided, however, that no Pledgor may assign or transfer any of its rights or
obligations hereunder or any interest herein and any such purported assignment or transfer shall be
null and void.




     18. This Agreement shall be deemed to be a contract under the Laws of the State of New York and
shall, pursuant to New York General Obligations Law 5-1401, for all purposes be governed by and
construed and enforced in accordance with the Laws of the State of New York.



     19. Each Pledgor hereby irrevocably submits to the nonexclusive jurisdiction of any federal or
state courts in the State of New York in any action or proceeding arising out of or relating to
this Agreement, and the Pledgors hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such New York state or federal court. Each Pledgor
hereby waives to the fullest extent it may effectively do so, the defense of an inconvenient forum
to the maintenance of any such action or proceeding.



     20. This Agreement may be executed in any number of counterparts, and by different parties hereto
in separate counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument. Each Pledgor acknowledges and
agrees that a telecopy transmission to the Agent or any Lender of the signature pages hereof
purporting to be signed on behalf of any Pledgor shall constitute effective and binding execution
and delivery hereof by such Pledgor.



     21. EACH PLEDGOR AND THE AGENT, ON BEHALF OF THE LENDERS, HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.



     22. All notices, requests, demands, directions and other communications (collectively, “notices”)
given to or made upon any party hereto under the provisions of this Agreement shall be as set forth
in Section 11.5 [Notices; Effectiveness; Electronic Communication] of the Credit Agreement.



     23. Each Pledgor acknowledges and agrees that, in addition to the other rights of the Agent
hereunder and under the other Loan Documents, because the Agent’s remedies at law for failure of
such Pledgor to comply with the provisions hereof relating to the Agent’s rights (i) to inspect the
books and records related to the pledged Collateral, (ii) to receive the various notifications such
Pledgor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as
provided herein with respect to the pledged Collateral, (iv) to enforce the provisions hereof
pursuant to which the such Pledgor has appointed the Agent its attorney-in-fact, and (v) to enforce
the Agent’s remedies hereunder, would be inadequate and that any such failure would not be
adequately compensable in damages, such Pledgor agrees that each such provision hereof may be
specifically enforced.



     24. At any time after the initial execution of this Agreement, additional Persons may become
parties to this Agreement as Pledgors and thereby acquire the duties and rights of being Pledgors
hereunder by executing and delivering to the Agent a Guarantor Joinder or Borrower Joinder (as



-7-









 




applicable) pursuant to the Credit Agreement, and any necessary updates to the Schedules
hereof. No notice of the addition of any Pledgor shall be required to be given to any
pre-existing Pledgor, and each Pledgor hereby consents thereto.




[SIGNATURES APPEAR ON FOLLOWING PAGES]




-8-









 





[SIGNATURE PAGE 1 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed and delivered this Agreement as of the day and year first above set forth with the
intention that this Agreement constitutes a sealed instrument.



	 	 	 

	DOMESTIC BORROWER/PLEDGOR:
	 
	 	 
	INVACARE CORPORATION, 
an Ohio corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	 

	 	 
	Title:
	 	 
	 

	 	 





 









 





[SIGNATURE PAGE 2 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




	 	 	 

	DOMESTIC GUARANTORS/PLEDGORS:
	 
	 	 
	ADAPTIVE SWITCH LABORATORIES, INC.

a Texas corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	THE AFTERMARKET GROUP, INC.

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	ALTIMATE MEDICAL, INC.

a Minnesota corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	CENTRALIZED MEDICAL EQUIPMENT LLC

a Massachusetts limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	CHAMPION MANUFACTURING INC.

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer






 









 






[SIGNATURE PAGE 3 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




	 	 	 

	FAMILY MEDICAL SUPPLY LLC

a Delaware limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	FREEDOM DESIGNS, INC.

a California corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Chief Financial Officer
	 
	 	 
	GARDEN CITY MEDICAL INC.

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Vice President
	 
	 	 
	THE HELIXX GROUP, INC.

an Ohio corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE CANADIAN HOLDINGS, INC.

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE CANADIAN HOLDINGS, LLC

a Delaware limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer






 









 





[SIGNATURE PAGE 4 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




	 	 	 

	INVACARE CONTINUING CARE, INC.

a Missouri corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE CREDIT CORPORATION

an Ohio corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE FLORIDA CORPORATION

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE FLORIDA HOLDINGS, LLC

a Delaware limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Gerald B. Blouch
	Title:

	 	President
	 
	 	 
	INVACARE HCS, LLC

an Ohio limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Gerald B. Blouch
	Title:

	 	President
	 
	 	 
	INVACARE HOLDINGS, LLC

an Ohio limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer






 









 





[SIGNATURE PAGE 5 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




	 	 	 

	INVACARE INTERNATIONAL CORPORATION

an Ohio corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVACARE SUPPLY GROUP, INC.

a Massachusetts corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	INVAMEX HOLDINGS LLC

an Delaware limited liability company
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	KUSCHALL, INC.

a Delaware corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer
	 
	 	 
	ROADRUNNER MOBILITY, INCORPORATED

a Texas corporation
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Robert K. Gudbranson
	Title:

	 	Treasurer






 









 





[SIGNATURE PAGE 6 OF 6 TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT]




	 	 	 

	PNC BANK, NATIONAL ASSOCIATION,
 as Administrative Agent
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	 

	 	 
	Title:
	 	 
	 

	 	 






 









 








SCHEDULE A

TO

PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT




LIST OF REGISTERED PATENTS, TRADEMARKS,

TRADE NAMES AND COPYRIGHTS





	1.	 	Registered Patents:






	2.	 	Trademarks:






	3.	 	Trade Names:






	4,	 	 Copyrights:






 











 





EXHIBIT 1.1(P)(2)




PLEDGE AGREEMENT



     THIS PLEDGE AGREEMENT, dated as of October __, 2010 (as amended, restated, supplemented or
modified from time to time, the “Agreement”), is given, made and entered into by EACH OF THE
PERSONS LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS WHICH BECOME PLEDGORS
HEREUNDER FROM TIME TO TIME , (each, a “Pledgor” and collectively, the “Pledgors”), a Pledgor of
the corporations, limited liability companies, partnerships or other entities as set forth on
Schedule A hereto (each a “Subsidiary” and collectively the “Subsidiaries”), and PNC BANK,
NATIONAL ASSOCIATION, as the administrative agent for itself and the other Lenders under the Credit
Agreement described below (the “Administrative Agent”).



     WHEREAS, pursuant to that certain Credit Agreement (amended, restated, supplemented or
modified from time to time, the “Credit Agreement”) dated as of October __, 2010, by and among
Invacare Corporation, an Ohio corporation, each of the other Borrowers now or hereafter party
thereto, each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party
thereto, and the Administrative Agent, the Administrative Agent and the Lenders have agreed to
provide certain loans and other financial accommodations to the Borrowers; and



     WHEREAS, pursuant to and in consideration of the Credit Agreement, certain of the issued and
outstanding capital stock, shares, securities, member interests, partnership interests and other
ownership interests of each of the Subsidiaries is to be pledged to the Administrative Agent in
accordance herewith; and



     WHEREAS, each Pledgor owns the outstanding capital stock, shares, securities, member
interests, partnership interests and other ownership interests of the Subsidiaries as set forth on
Schedule A hereto.



     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as
follows:



     1. Defined Terms.



          (i) Except as otherwise expressly provided herein, capitalized terms used in this Agreement
shall have the respective meanings assigned to them in the Credit Agreement. Where applicable and
except as otherwise expressly provided herein, terms used herein (whether or not capitalized) shall
have the respective meanings assigned to them in Code.




          (ii) “Code” means the Uniform Commercial Code as in effect in the State of New York on the
date hereof and as amended from time to time except to the extent that the conflict of law rules of
such Uniform Commercial Code shall apply the Uniform Commercial Code as in effect from time to time
in any other state to specific property or other matters.




          (iii) “Pledged Collateral” shall mean and include all of each Pledgor’s present and future
right, title and interest in and to the following: (a) all investment property, capital stock,
shares, securities, member interests, partnership interests, warrants, options, put






 









 







rights, call rights, similar rights, and all other ownership or participation interests in any
entity or business or in the revenue, income, or profits thereof, (b) all property of each Pledgor
in the Administrative Agent’s possession or in transit to or from, under the custody or control of,
or on deposit with, the Administrative Agent or any Affiliate thereof, including deposit and other
accounts, (c) cash and cash equivalents (all items in the preceding clauses (a) through (c)
collectively referred to herein as “Investments”), including all Investments listed on Schedule A
attached hereto and made a part hereof, and all rights and privileges pertaining thereto,
including, without limitation, all present and future Investments receivable in respect of or in
exchange for any Investments, and all rights under shareholder, member, partnership agreements and
other similar agreements relating to any Investments, all rights to subscribe for Investments,
whether or not incidental to or arising from ownership of any Investments, (d) all Investments
hereafter pledged by any Pledgor to Administrative Agent to secure the Secured Obligations, (e)
together with all cash, interest, stock and other dividends or distributions paid or payable on any
of the foregoing, and all books and records (whether paper, electronic or any other medium)
pertaining to the foregoing, including, without limitation, all stock record and transfer books,
and together with whatever is received when any of the foregoing is sold, exchanged, replaced or
otherwise disposed of, including all proceeds, as such term is defined in the Code, and all other
investment property and similar assets of any Pledgor; and (f) all cash and non-cash proceeds
(including, without limitation, insurance proceeds) of any of the foregoing property, all products
thereof, and all additions and accessions thereto, substitutions therefor and replacements thereof.




          (iv) “Subsidiary” and “Subsidiaries” shall mean one or more of the entities issuing any of the
Collateral which is, or should be (in accordance with Section 5(viii) hereto), described on
Schedule A hereto.




          (v) “Foreign Subsidiary” shall mean one or more of the entities issuing any of the Pledged
Collateral which is not organized under the laws of any state of the United States of America or
the District of Columbia and which is directly owned by one or more Pledgors, which is or should be
(in accordance with Section 5(viii) hereto) described on Schedule A.




          (vi) “Secured Obligations” shall mean and include the following: (a) all now existing and
hereafter arising Obligations of each and every Pledgor to the Administrative Agent, the Lenders,
or any obligations in connection with any Lender Provided Interest Rate/Currency Hedge or any Other
Lender Provided Financial Service Product under the Credit Agreement or any of the other Loan
Documents, including all obligations, liabilities, and indebtedness, whether for principal,
interest, fees, expenses or otherwise, of each and every of the Pledgors to the Administrative
Agent, the Lenders, or providers of any Lender Provided Interest Rate/Currency Hedge or any Other
Lender Provided Financial Service Product, now existing or hereafter incurred under the Credit
Agreement or the Notes or the Guaranty Agreement or any of the other Loan Documents, as any of the
same or any one or more of them may from time to time be amended, restated, modified, or
supplemented, together with any and all extensions, renewals, refinancings, and refundings thereof
in whole or in part (and including obligations, liabilities, and indebtedness arising or accruing
after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with
respect to the Borrowers or which would have arisen or accrued but for the commencement of such
proceeding, even if the claim for such obligation, liability or indebtedness is not enforceable or
allowable in such






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proceeding, and including all obligations, liabilities and indebtedness arising from any
extensions of credit under or in connection with the Loan Documents from time to time, regardless
whether any such extensions of credit are in excess of the amount committed under or contemplated
by the Loan Documents or are made in circumstances in which any condition to extension of credit is
not satisfied); (b) all reimbursement obligations of each and every Pledgor with respect to any one
or more Letters of Credit issued by Administrative Agent or any Lender; (c) all indebtedness,
loans, obligations, expenses and liabilities of each and every of the Pledgors to the
Administrative Agent or any of the Lenders or any obligations incurred in connection with any
Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service
Product; and (d) any sums advanced by the Administrative Agent or the Lenders or which may
otherwise become due pursuant to the provisions of the Credit Agreement, the Notes, this Agreement,
or any other Loan Documents or pursuant to any other document or instrument at any time delivered
to the Administrative Agent in connection therewith, including commitment, letter of credit, agent
or other fees and charges, and indemnification obligations under any such document or instrument,
together with all interest payable on any of the foregoing, whether such sums are advanced or
otherwise become due before or after the entry of any judgment for foreclosure or any judgment on
any Loan Document or with respect to any default under any of the Secured Obligations.




     2. Grant of Security Interests.



          (i) To secure on a first priority perfected basis the payment and performance of all Secured
Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first
priority security interest under the Code in and hereby pledges to Administrative Agent, in each
case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product, all
of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to,
and under the Pledged Collateral whether now or hereafter existing and wherever located.




          (ii) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and
deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or
other documents comprising or evidencing the Pledged Collateral, together with undated stock
powers, instruments or other documents signed in blank by such Pledgor. In the event that any
Pledgor should ever acquire or receive certificates, securities, instruments or other documents
evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the
Administrative Agent in pledge, all such certificates, securities, instruments or other documents
which evidence the Pledged Collateral.




          (iii) Notwithstanding anything to the contrary contained in this Agreement, the Pledged
Collateral with respect to any one Foreign Subsidiary shall not exceed sixty-five percent (65%) of
the total combined voting power of all classes of capital stock, shares, securities, member
interests, partnership interests and other ownership interests entitled to vote of such Foreign
Subsidiary and this Agreement shall not apply to any such stock, shares, securities, member
interests, partnership interests or ownership interests which are in excess of such sixty five
percent (65%) limitation. To the extent the Administrative Agent receives more than sixty five
percent (65%) of the total combined voting power of all classes of capital stock,






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shares, securities, member interests, partnership interests and other ownership interests
entitle to vote of any Foreign Subsidiary, the Administrative Agent shall return such excess stock,
shares, securities, member interests, partnership interests and other ownership interests upon the
request of a Pledgor.




     3. Additional Actions and Further Assurances.



          (i) Prior to or concurrently with the execution of this Agreement, and thereafter from time to
time without any request or notice by the Secured Party, Pledgor, at its sole cost and expense,
shall execute and deliver to the Secured Party all filings, notices, registrations for the
corporate records, and all such other documents, and shall take such other action, as may be
necessary or advisable to obtain, preserve, protect, and maintain the Secured Party’s continuing
first priority perfected security interest in the portion of the Pledged Collateral that relates to
capital stock (or other equity interests) in any Foreign Subsidiary.




          (ii) Prior to or concurrently with the execution of this Agreement, and thereafter at any time
and from time to time upon reasonable request of the Administrative Agent, each Pledgor shall
execute and deliver to the Administrative Agent all financing statements, continuation financing
statements, assignments, certificates and documents of title, affidavits, reports, notices,
schedules of account, letters of authority, further pledges, powers of attorney and all other
documents (collectively, the “Security Documents”) which the Administrative Agent may reasonably
request, in form reasonably satisfactory to the Administrative Agent, and take such other action
which the Administrative Agent may reasonably request, to perfect and continue perfected and to
create and maintain the first priority status of the Administrative Agent’s security interest in
the Pledged Collateral and to fully consummate the transactions contemplated under this Agreement.
Each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent (and any
of the Administrative Agent’s officers or employees or agents designated by the Administrative
Agent) as such Pledgor’s true and lawful attorney with power to sign the name of such Pledgor on
all or any of the Security Documents which the Administrative Agent determines must be executed,
filed, recorded or sent in order to perfect or continue perfected the Administrative Agent’s
security interest in the Pledged Collateral in any jurisdiction. Such power, being coupled with an
interest, is irrevocable until all of the Secured Obligations have been indefeasibly paid in full,
the Commitments have terminated and all Letters of Credit have expired.




     4. Representations and Warranties.



     Each Pledgor hereby jointly and severally represents and warrants to the Administrative Agent
as follows:



          (i) Such Pledgor, has and will continue to have (or, in the case of after-acquired Pledged
Collateral, at the time such Pledgor acquires rights in such Pledged Collateral, will have and will
continue to have), title to its Pledged Collateral, free and clear of all Liens other than those in
favor of the Administrative Agent for the Lenders and the Administrative Agent;




          (ii) The capital stock shares, securities, member interests, partnership interests and other
ownership interests constituting the Pledged Collateral have been duly






- 4 -









 







authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully
paid and nonassessable and constitute the following (a) one hundred percent (100%) of the issued
and outstanding capital stock, shares, securities, member interest, partnership interests or other
ownership interests owned by each Pledgor in each of the Subsidiaries which are not Foreign
Subsidiaries (other than Invatection Insurance Company and I.H.H. Corp., which are Excluded
Subsidiaries, and Medbloc, Inc., which is an Excluded Subsidiary and is directly owned by a Foreign
Loan Party), and (b) sixty five percent (65%) of the issued and outstanding capital stock, shares,
securities, member interests, partnership interests or other ownership interests owned by each
Pledgor in Invacare Holdings C.V., Carroll Healthcare General Partner, Inc., Carroll Healthcare
Inc., 6123449 Canada Inc., Invacare Canada General Partner Inc. and each other of its first-tier
Foreign Subsidiaries which are Material Subsidiaries;




          (iii) The security interests in the Pledged Collateral granted hereunder are valid, perfected
and of first priority, subject to the Lien of no other Person;




          (iv) There are no restrictions upon the transfer of the Pledged Collateral and such Pledgor
has the power and authority and right to transfer the Pledged Collateral owned by such Pledgor free
of any encumbrances and without obtaining the consent of any other Person;




          (v) Such Pledgor has all necessary power to execute, deliver and perform this Agreement;




          (vi) There are no actions, suits, or proceedings pending or, to such Pledgor’s best knowledge
after due inquiry, threatened against or affecting such Pledgor with respect to the Pledged
Collateral, at law or in equity or before or by any Official Body, and such Pledgor is not in
default with respect to any judgment, writ, injunction, decree, rule or regulation which could
adversely affect such Pledgor’s performance hereunder;




          (vii) This Agreement has been duly executed and delivered and constitutes the valid and
legally binding obligation of such Pledgor, enforceable in accordance with its terms, except to the
extent that enforceability of this Agreement may be limited by (a) applicable bankruptcy,
insolvency, examinership, reorganization, moratorium, fraudulent conveyance or other similar Laws
affecting the enforceability of creditors’ rights generally or limiting the right of specific
performance, (b) general principals of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair
dealing;




          (viii) Neither the execution and delivery by such Pledgor of this Agreement, nor the
compliance with the terms and provisions hereof, will violate any provision of any Law or conflict
with or result in a breach of any of the terms, conditions or provisions of any judgment, order,
injunction, decree or ruling of any Official Body to which such Pledgor is subject or any provision
of any agreement, understanding or arrangement to which Pledgor is a party or by which such Pledgor
is bound;




          (ix) Such Pledgor’s exact legal name is as set forth on the signature page hereto;







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          (x) The state of incorporation, formation or organization as applicable, of such Pledgor is as
set forth on Schedule A hereto;




          (xi) Such Pledgor’s chief executive office is as set forth on Schedule A to the Security
Agreement; and




          (xii) All rights of such Pledgor in connection with its ownership of each of the Subsidiaries
are evidenced and governed solely by the stock certificates, instruments or other documents
evidencing ownership and organizational documents of each of the Subsidiaries and no shareholder or
other similar agreements are applicable to any of the Pledged Collateral, and no such certificate,
instrument or other document provides that any member interest, or partnership interest or other
intangible ownership interest, constituting Pledged Collateral, is a “Security” within the meaning
of and subject to Article 8 of the Code; and, the organizational documents of each Subsidiary
contain no restrictions on the rights of shareholders, members or partners other than those that
normally would apply to a company organized under the laws of the jurisdiction of organization of
each of the Subsidiaries.




          (xiii) To the extent that the operative agreements with respect to any Person whose equity or
other ownership interests constitute Pledged Collateral require that each owner of such Pledged
Collateral consent to the entry into this Agreement by each other owner of such Pledged Collateral,
and all such owners are party to this Agreement as Pledgors, execution of this Agreement shall
constitute such consent by all Pledgors owning such Pledged Collateral.




     5. General Covenants.



     Each Pledgor hereby covenants and agrees as follows:



          (i) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to
maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the
risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless
such loss is the result of the gross negligence or willful misconduct of the Administrative Agent.




          (ii) The capital stock, shares, securities, member interests, partnership interests and other
ownership interests constituting the Pledged Collateral have been duly authorized and validly
issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and
constitute the following (a) all of the issued and outstanding capital stock, shares, securities,
member interests, partnership interests and other ownership interests owned by such Pledgor in each
of the Subsidiaries which are not Foreign Subsidiaries (other than Invatection Insurance Company
and I.H.H. Corp., which are Excluded Subsidiaries, and Medbloc, Inc., which is an Excluded
Subsidiary and is owned by a Foreign Loan Party), and (b) the lesser of (x) sixty five percent
(65%) of the issued and outstanding capital stock, shares, securities, member interests and
partnership interests owned by such Pledgor in Invacare Holdings C.V., Carroll Healthcare General
Partner, Inc., Carroll Healthcare Inc., 6123449 Canada Inc., Invacare Canada General Partner Inc.
and each other of its first-tier Foreign Subsidiaries which are Material Subsidiaries or (y) all of
the issued and outstanding capital






- 6 -









 







stock, shares, securities member interests, partnership interests and other ownership
interests owned by such Pledgor in Invacare Holdings C.V., Carroll Healthcare General Partner,
Inc., Carroll Healthcare Inc., 6123449 Canada Inc., Invacare Canada General Partner Inc. and each
other of its first-tier Foreign Subsidiaries which are Material Subsidiaries; provided, however
that if any Pledgor was not required, on the Closing Date, to pledge any such ownership interests
in any first-tier Foreign Subsidiary which is not a Material Subsidiary existing as of the Closing
Date and such Foreign Subsidiary later becomes a Material Subsidiary, or if any Pledgor acquires or
forms any first-tier Foreign Subsidiary which is a Material Subsidiary after the Closing Date, then
such Pledgor shall be required to pledge any such ownership interests in such first-tier Foreign
Subsidiary that is a Material Subsidiary, and an updated Schedule A which includes reference to
such ownership interests shall be delivered to the Administrative Agent by Pledgors, and such
ownership interests shall be subject to all of the terms and conditions of this Agreement; and
provided, further that if any Pledgor was not required, on the Closing Date, to pledge any such
ownership interests in any Subsidiary existing as of the Closing Date, on the basis of such
Subsidiary being an Excluded Subsidiary, and such Subsidiary shall cease to be an Excluded
Subsidiary after the Closing Date, then such Pledgor shall be required to pledge any such ownership
interests in such Subsidiary when such Subsidiary ceases to be an Excluded Subsidiary, and an
updated Schedule A which includes reference to such ownership interests shall be delivered to the
Administrative Agent by Pledgors, and such ownership interests shall be subject to all of the terms
and conditions of this Agreement.




          (iii) The security interests under the Code in the Pledged Collateral granted hereunder are
valid, perfected and of first priority subject to the Lien of no other Person. Upon the
consummation of those actions described in Section 3 hereof, the security interests in the Pledged
Collateral granted hereunder shall be valid, perfected and of first priority subject to the Lien of
no other Person under all applicable Law.




          (iv) There are no restrictions upon the transfer of the Pledged Collateral and such Pledgor
has the power and authority and unencumbered right to transfer the Pledged Collateral owned by such
Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other
Person, other than such consents as have been or will be obtained as of the date hereof or in
connection with Pledged Collateral subsequently acquired by Pledgor and other than as provided in
the Credit Agreement.




          (v) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and
all necessary action to authorize the execution, delivery and performance of this Agreement has
been properly taken.




          (vi) In accordance with the Credit Agreement, such Pledgor shall pay any and all taxes,
duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged
Collateral, except to the extent contested in good faith by appropriate proceedings;




          (vii) In accordance with the Credit Agreement, such Pledgor shall permit the Administrative
Agent, its officers, employees and agents at reasonable times to inspect all books and records
related to the Pledged Collateral;




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          (viii) Subject to Section 2(iii) hereof, to the extent, following the date hereof, such
Pledgor acquires capital stock, shares, securities, member interests, partnership interests and
other ownership interests of any existing Subsidiary, or newly acquired or formed domestic
Subsidiary or first-tier Foreign Subsidiary, or any of the rights, property or securities, shares,
capital stock, member interests, partnership interests or any other ownership interests described
in the definition of Pledged Collateral with respect to any of such Subsidiaries, such ownership
interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be
hereby pledged to the Administrative Agent; and, such Pledgor thereupon shall deliver all such
securities, shares, capital stock, member interests, partnership interests and other ownership
interests together with an updated Schedule A hereto, to the Administrative Agent together with all
such control agreements, financing statements, and any other documents necessary to implement the
provisions and purposes of this Agreement as the Administrative Agent may request;




          (ix) Except as permitted by the Credit Agreement, during the term of this Agreement, such
Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged
Collateral;




          (x) Such Pledgor will not change its state of incorporation, formation or organization, as
applicable without providing thirty (30) days prior written notice to the Administrative Agent;




          (xi) Such Pledgor will not change its name without providing thirty (30) days prior written
notice to the Administrative Agent;




          (xii) Such Pledgor shall preserve its existence as a corporation, limited liability company or
partnership, as applicable, and except as permitted by the Credit Agreement, shall not (a) in one,
or a series of related transactions, merge into or consolidate with any other entity, the survivor
of which is not such Pledgor, or (b) sell all or substantially all of its assets; and




          (xiii) During the term of this Agreement, such Pledgor shall not permit any Subsidiary to
treat any uncertificated ownership interests as securities which are subject to Article 8 of the
Code.




          (xiv) Subject to the Section 5(ii) of this Agreement, but notwithstanding anything else to the
contrary set forth herein, if any Pledgor shall not have been required, on the date hereof, to
pledge any capital stock, shares, securities, member interests, partnership interests and other
ownership interests of any Subsidiary existing as of the Closing Date and disclosed to the Lenders
in writing, it shall not be required, following the date hereof, to pledge subsequently issued
capital stock, shares, securities, member interests, partnership interests and other ownership
interests of any such Subsidiary.




     6. Other Rights With Respect to Pledged Collateral.



     In addition to the other rights with respect to the Pledged Collateral granted to the
Administrative Agent hereunder, at any time and from time to time, after and during the
continuation of an Event of Default, the Administrative Agent, at its option and at the expense of



- 8 -









 




the Pledgors, may (a) transfer into its own name, or into the name of its nominee, all or any
part of the Pledged Collateral, thereafter receiving all dividends, income or other distributions
upon the Pledged Collateral; (b) take control of and manage all or any of the Pledged Collateral,
provided, however that the Administrative Agent will provide the applicable Pledgor with
five (5) days’ prior notice of its intention to exercise any voting rights with respect to Pledged
Collateral (such notice period may run concurrently with any other applicable notice periods);
(c) apply to the payment of any of the Secured Obligations, whether any be due and payable or not,
any moneys, including cash dividends and income from any Pledged Collateral, now or hereafter in
the hands of the Administrative Agent or any provider of any Lender Provided Interest Rate/Currency
Hedge or any Other Lender Provided Financial Service Product, on deposit or otherwise, belonging to
any Pledgor, as the Administrative Agent in its sole discretion shall determine; and (d) do
anything which any Pledgor is required but fails to do hereunder.




     7. Additional Remedies Upon Event of Default.



     Upon the occurrence of any Event of Default and while such Event of Default shall be
continuing, the Administrative Agent shall have, in addition to all rights and remedies of a
secured party under the Code or other applicable Law, and in addition to its rights under Section 6
above and under the other Loan Documents, the following rights and remedies:



          (i) The Administrative Agent may, after ten (10) days’ advance notice to the a Pledgor, sell,
assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged
Collateral or any part thereof at public or private sale, at any of the Administrative Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the
Administrative Agent may deem commercially reasonable. Each Pledgor agrees that ten (10) days’
advance notice of the time and place of any public sale or the time after which any private sale is
to be made shall constitute reasonable notification. The Administrative Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale having been given.
The Administrative Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. Each Pledgor recognizes that the Administrative Agent
may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire such securities,
shares, capital stock, member interests, partnership interests or ownership interests for their own
account for investment and not with a view to the distribution or resale thereof. Pledgor
acknowledges and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that
any such private sale shall be deemed to have been made in a commercially reasonable manner. The
Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the
period of time necessary to permit Pledgor (or issuer) to register such securities for public sale
under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor
(or issuer) would agree to do so;




          (ii) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or
any part thereof, shall, after the Administrative Agent has made all deductions of expenses,
including but not limited to attorneys’ fees and other expenses incurred in connection with
repossession, collection, sale or disposition of such Pledged Collateral or in






- 9 -









 







connection with the enforcement of the Administrative Agent’s rights with respect to the
Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be
applied against the Secured Obligations, whether or not all the same be then due and payable in
accordance with Section 9.2.4 of the Credit Agreement.




     8. Administrative Agent’s Duties.



     The powers conferred on the Administrative Agent hereunder are solely to protect its interest
in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Pledged Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any
Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Pledged Collateral.



     9. Additional Pledgors.



     It is anticipated that additional Persons will from time to time become Subsidiaries of the
Borrowers or Guarantors, each of whom, if it is a Domestic Loan Party, will be required to join
this Pledge Agreement as a Pledgor. It is acknowledged and agreed that each such Person will
become a Pledgor hereunder and will be bound hereby simply by executing and delivering to
Administrative Agent a Guarantor Joinder in the form of Exhibit 1.1(G)(1) to the Credit
Agreement or Borrower Joinder in the form of Exhibit 1.1(B) to the Credit Agreement (as
applicable). In addition, a new Schedule A hereto shall be provided to Administrative
Agent showing the pledge of the ownership interest in such new Pledgor’s Subsidiaries that are
required to be pledged pursuant to the terms of this Agreement and any ownership interests that
such new Pledgor owns in any other Person that are required to be pledged pursuant to the terms of
this Agreement, all of which shall be subject to all the terms and conditions of this Agreement.



     10. No Waiver; Cumulative Remedies.



     No failure to exercise, and no delay in exercising, on the part of the Administrative Agent,
any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any further exercise thereof
or the exercise of any other right, power or privilege. The remedies herein provided are
cumulative and not exclusive of any remedies provided under the other Loan Documents or by Law.
Each Pledgor waives any right to require the Administrative Agent to proceed against any other
Person or to exhaust any of the Pledged Collateral or other security for the Secured Obligations or
to pursue any remedy in the Administrative Agent’s power.



     11. No Discharge Until Indefeasible Payment of the Secured Obligations.



     The pledge, security interests, and other Liens and the obligations of each Pledgor hereunder
shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or
delay, willful or otherwise, by Administrative Agent, or any other obligor on any of the Secured
Obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of such Pledgor or which would otherwise
operate as a discharge of such Pledgor as a matter of law or equity. Without limiting the
generality of the foregoing, each Pledgor hereby consents to, and the pledge, security



- 10 -









 




interests, and other Liens given by such Pledgor hereunder shall not be diminished,
terminated, or otherwise similarly affected by any of the following at any time and from time to
time:




          (i) Any lack of genuineness, legality, validity, enforceability, or allowability (in a
bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or
subordination, in whole or in part, of any Loan Document, any obligations in connection with any
Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product
or any of the Secured Obligations and regardless of any law, regulation, or order now or hereafter
in effect in any jurisdiction affecting any of the Secured Obligations, any of the terms of the
Loan Documents, or any rights of the Administrative Agent or any other Person with respect thereto;




          (ii) Any increase, decrease, or change in the amount, nature, type or purpose of any of or any
release, surrender, exchange, compromise or settlement of any of the Secured Obligations (whether
or not contemplated by the Loan Documents as presently constituted); any change in the time,
manner, method, or place of payment or performance of, or in any other term of, any of the Secured
Obligations; any execution or delivery of any additional Loan Documents; or any amendment,
modification or supplement to, or refinancing or refunding of, any Loan Document, any Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product or any
of the Secured Obligations;




          (iii) Any failure to assert any breach of or default under any Loan Document, any Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product or any
of the Secured Obligations; any extensions of credit in excess of the amount committed under or
contemplated by the Loan Documents or any Lender Provided Interest Rate/Currency Hedge or any Other
Lender Provided Financial Service Product, or in circumstances in which any condition to such
extensions of credit has not been satisfied; any other exercise or non-exercise, or any other
failure, omission, breach, default, delay, or wrongful action in connection with any exercise or
non-exercise, of any right or remedy against such Pledgor or any other Person under or in
connection with any Loan Document or any Lender Provided Interest Rate/Currency Hedge or any Other
Lender Provided Financial Service Product or any of the Secured Obligations; any refusal of payment
or performance of any of the Secured Obligations, whether or not with any reservation of rights
against any Pledgor; or any application of collections (including collections resulting from
realization upon any direct or indirect security for the Secured Obligations) to other obligations,
if any, not entitled to the benefits of this Agreement, in preference to Secured Obligations or, if
any collections are applied to Secured Obligations, any application to particular Secured
Obligations;




          (iv) Any taking, exchange, amendment, modification, supplement, termination, subordination,
release, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or
any enforcement of, realization upon, or exercise of rights or remedies under or in connection
with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative
Agent or any other Person in connection with the enforcement of, realization upon, or exercise of
rights or remedies under or in connection with, or, any other action or inaction by Administrative
Agent or any other Person in respect of, any direct or indirect security for any of the Secured
Obligations (including the Pledged Collateral). As used in this Agreement, “direct or indirect
security” for the Secured Obligations, and similar phrases,






- 11 -









 







includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance
agreement, put option, subordination agreement, or other right or arrangement of any nature
providing direct or indirect assurance of payment or performance of any of the Secured Obligations,
made by or on behalf of any Person;




          (v) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or
forfeiture, or other change in, restructuring or termination of the corporate structure or
existence of, any Pledgor or any Borrower or any other Person; any bankruptcy, insolvency,
reorganization or similar proceeding with respect to any Pledgor or any Borrower or any other
Person; or any action taken or election (including any election under Section 1111(b)(2) of the
United States Bankruptcy Code or any comparable law of any jurisdiction) made by Administrative
Agent or any Pledgor or any Borrower or by any other Person in connection with any such proceeding;




          (vi) Any defense, setoff, or counterclaim which may at any time be available to or be asserted
by any Pledgor or any Borrower or any other Person with respect to any Loan Document or any of the
Secured Obligations; or any discharge by operation of law or release of any Pledgor or any Borrower
or any other Person from the performance or observance of any Loan Document or any of the Secured
Obligations; and




          (vii) Any other event or circumstance, whether similar or dissimilar to the foregoing, and
whether known or unknown, which might otherwise constitute a defense available to, or limit the
liability of a guarantor or a surety, including any Pledgor, excepting only full, strict, and
indefeasible payment and performance of the Secured Obligations in full.




     12. Taxes.



          (i) No Deductions. All payments and collections made by or from any Pledgor under
this Agreement shall be made or received free and clear of and without deduction for any present or
future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with
respect thereto, excluding Excluded Taxes (all such non-Excluded Taxes, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). If
any Pledgor shall be required by law to deduct any Taxes from or in respect of any sum payable or
any collection made under this Agreement, (a) the sum payable or collectable shall be increased as
may be necessary so that after making all required deductions (including deductions applicable to
additional sums payable or collectable under this Subsection) Administrative Agent receives an
amount equal to the sum it would have received had no such deductions been made, (b) such Pledgor
shall make such deductions and (c) such Pledgor shall timely pay the full amount deducted to the
relevant tax authority or other authority in accordance with applicable law;




          (ii) Stamp Taxes. In addition, each Pledgor acknowledges that the Pledged Collateral
secures payment of all present and future stamp or documentary taxes and any other excise or
property taxes, charges, or similar levies which arise from any payment or collection made
hereunder or from the execution, delivery, or registration of, or otherwise with respect to, this
Agreement (hereinafter referred to as “Other Taxes”);




- 12 -









 








          (iii) Indemnification for Taxes Paid by Administrative Agent. Each Pledgor
acknowledges that the Pledged Collateral secures the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 12) paid by Administrative Agent and any liability (including penalties,
interest, and expenses) arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted;




          (iv) Certificate. In the event any Pledgor pays any Taxes or Other Taxes, within 30
days after the date of any such payment, such Pledgor shall furnish to Administrative Agent, the
original or a certified copy of a receipt evidencing payment thereof;




          (v) Survival. Without prejudice to the survival of any other agreement of any Pledgor
hereunder, the agreements and obligations of each Pledgor contained in Clauses (a) through (d)
directly above shall survive the Payment in Full of the Secured Obligations, termination or
expiration of the Commitments and expiration of the Letters of Credit under the Credit Agreement.




     13. Waivers.



     Each Pledgor hereby waives, to the fullest extent permitted under Law, any and all defenses
which any Pledgor may now or hereafter have based on principles of suretyship, impairment of
collateral, or the like and each Pledgor hereby waives any defense to or limitation on its
obligations under this Agreement arising out of or based on any event or circumstance referred to
in the immediately preceding section hereof. Without limiting the generality of the foregoing and
to the fullest extent permitted by applicable law, each Pledgor hereby further waives each of the
following:



          (i) All notices, disclosures and demands of any nature which otherwise might be required from
time to time to preserve intact any rights against such Pledgor, including the following: any
notice of any event or circumstance described in the immediately preceding section hereof; any
notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any
notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product or any
of the Secured Obligations; any notice of the incurrence of any Secured Obligations; any notice of
any default or any failure on the part of such Pledgor or any Borrower or any other Person to
comply with any Loan Document or Lender Provided Interest Rate/Currency Hedge or any Other Lender
Provided Financial Service Product or any of the Secured Obligations or any requirement pertaining
to any direct or indirect security for any of the Secured Obligations; and any notice or other
information pertaining to the business, operations, condition (financial or otherwise), or
prospects of the Borrowers or any other Person;




          (ii) Any right to any marshalling of assets, to the filing of any claim against such Pledgor
or any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization, or
similar proceeding, or to the exercise against such Pledgor or any Borrower, or any other Person of
any other right or remedy under or in connection with any Loan Document, any Lender Provided
Interest Rate/Currency Hedge or any Other Lender Provided






- 13 -









 







Financial Service Product, or any of the Secured Obligations or any direct or indirect
security for any of the Secured Obligations; any requirement of promptness or diligence on the part
of the Administrative Agent or any other Person; any requirement to exhaust any remedies under or
in connection with, or to mitigate the damages resulting from default under, any Loan Document or
any of the Secured Obligations or any direct or indirect security for any of the Secured
Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this
Agreement or any other Loan Document, and any requirement that any Pledgor receive notice of any
such acceptance;




          (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in
any jurisdiction pertaining to election of remedies (including anti-deficiency laws, “one action”
laws, or the like), or by reason of any election of remedies or other action or inaction by the
Administrative Agent (including commencement or completion of any judicial proceeding or
nonjudicial sale or other action in respect of collateral security for any of the Secured
Obligations), which results in denial or impairment of the right of the Administrative Agent to
seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs
any of the Secured Obligations.




     14. Setoff.



     Pledgor hereby waives and releases, and shall not assert, any and all rights of setoff and any
similar claims or actions whatsoever now and hereafter it may have at any time against the Secured
Party or any Lender, any of the Secured Party’s or any Lender’s Affiliates, and any of the
respective successors, assigns, and participants of the Secured Party or any Lender or any
Affiliate of the Secured Party or any Lender.



     15. Assignment.



     All rights of the Administrative Agent under this Agreement shall inure to the benefit of its
successors and assigns. All obligations of each Pledgor shall bind its successors and assigns;
provided, however, no Pledgor may assign or transfer any of its rights and obligations hereunder or
any interest herein, and any such purported assignment or transfer shall be null and void.



     16. Severability.



     Any provision of this Agreement which shall be held invalid or unenforceable shall be
ineffective without invalidating the remaining provisions hereof.



     17. Governing Law.



     This Agreement shall be construed in accordance with and governed by the internal laws of the
State of New York without regard to its conflicts of law principles, except to the extent the
validity or perfection of the security interests or the remedies hereunder in respect of any
Pledged Collateral are governed by the law of a jurisdiction other than the State of New York.



- 14 -









 





     18. Notices.



     All notices, requests, demands, directions and other communications (collectively, “notices”)
given to or made upon any party hereto under the provisions of this Agreement shall be as set forth
in Section 11.5 [Notices; Effectiveness; Electronic Communication] of the Credit Agreement.



     19. Specific Performance.



     Each Pledgor acknowledges and agrees that, in addition to the other rights of the
Administrative Agent hereunder and under the other Loan Documents, because the Administrative
Agent’s remedies at law for failure of such Pledgor to comply with the provisions hereof relating
to the Administrative Agent’s rights (i) as permitted herein, to inspect the books and records
related to the Pledged Collateral, (ii) to receive the various notifications such Pledgor is
required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided
herein with respect to the Pledged Collateral, (iv) to enforce the provisions hereof pursuant to
which the such Pledgor has appointed the Administrative Agent its attorney-in-fact, and (v) to
enforce the Administrative Agent’s remedies hereunder, would be inadequate and that any such
failure would not be adequately compensable in damages, such Pledgor agrees that each such
provision hereof may be specifically enforced.



     20. Voting Rights in Respect of the Pledged Collateral.



     So long as no Event of Default shall occur and be continuing under the Credit Agreement, each
Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or
the other Loan Documents; provided, however, that such Pledgor will not exercise or
will refrain from exercising any such voting and other consensual right pertaining to the Pledged
Collateral, as the case may be, if such action would have a material adverse effect on the
Administrative Agent’s Lien therein under this Agreement. Without limiting the generality of the
foregoing and in addition thereto, the Pledgors shall not vote to enable, or take any other action
to permit, any of the Subsidiaries to issue any stock, member interests, partnership interests or
other equity securities, member interests, partnership interests or other ownership interests of
any nature or to issue any other securities, shares, capital stock, member interests, partnership
interests or other ownership interests convertible into or granting the right to purchase or
exchange for any stock, member interests, partnership interests or other equity securities, member
interests, partnership interests or other ownership interests of any nature of any such Subsidiary
or to enter into any agreement or undertaking restricting the right or ability of the Pledgor or
the Administrative Agent to sell, assign or transfer any of the Pledged Collateral.



     21. Consent to Jurisdiction.



     Each Pledgor hereby irrevocably submits to the nonexclusive jurisdiction of any New York state
or federal court sitting in New York County, in any action or proceeding arising out of or relating
to this Agreement, and each Pledgor hereby irrevocably agrees that all claims in



- 15 -









 




respect of such action or proceeding may be heard and determined in such New York state or
federal court. Each Pledgor hereby waives to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of any such action or proceeding. Each Pledgor
hereby appoints the process agent identified below (the “Process Agent”) as its agent to receive on
behalf of such party, and its respective property, service of copies of the summons and complaint
and any other process which may be served in any action or proceeding. Such service may be made by
mailing or delivering a copy of such process to the Pledgor in care of the Process Agent at the
Process Agent’s address, and each Pledgor hereby authorizes and directs the Process Agent to
receive such service on its behalf. Each Pledgor agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions (or any political
subdivision thereof) by suit on the judgment or in any other manner provided at law. Each Pledgor
further agrees that it shall, for so long as any Secured Obligation remains outstanding and until
all Commitments have expired or been termination and all Letters of Credit under the Credit
Agreement have expired, continue to retain Process Agent for the purposes set forth in this Section
21. The Process Agent is the Company, with an office on the date hereof as set forth in the Credit
Agreement. The Process Agent hereby accepts the appointment of Process Agent by the Subsidiaries
and agrees to act as Process Agent on behalf of the Subsidiaries.




     22. Waiver of Jury Trial.



     EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR AND EACH OF THE SUBSIDIARIES HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING
THERETO.



     23. Entire Agreement; Amendments.



     This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements relating to a grant of a security
interest in the Pledged Collateral by any Pledgor. This Agreement may not be amended or
supplemented except by a writing signed by the Administrative Agent and the Pledgors.



     24. Counterparts; Electronic Signatures.



     This Agreement may be executed in any number of counterparts, and by different parties hereto
in separate counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument. Each Pledgor acknowledges and
agrees that a telecopy or other electronic transmission (including email) to the Administrative
Agent or any Lender of the signature pages hereof purporting to be signed on behalf of any Pledgor
shall constitute effective and binding execution and delivery hereof by such Pledgor.



     25. Construction.



     The rules of construction contained in Section 1.2 of the Credit Agreement apply to this
Agreement.



- 16 -









 






[Remainder of page intentionally left blank]






- 17 -









 








[SIGNATURE PAGE 1 OF 6 TO PLEDGE AGREEMENT]




     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
Agreement to be duly executed as of the date first above written with the intent that it constitute
a sealed instrument.



	 	 	 	 	 	 	 

	 	 	PNC BANK, NATIONAL ASSOCIATION, as
	 	 	Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signatures continued on following pages]






 









 








[SIGNATURE PAGE 2 OF 6 TO PLEDGE AGREEMENT]




	 	 	 	 	 	 	 

	 	 	DOMESTIC BORROWER/PLEDGOR:
	 
	 	 	 	 	 	 
	 	 	INVACARE CORPORATION, an Ohio
 corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







 












 





[SIGNATURE PAGE 3 OF 6 TO PLEDGE AGREEMENT]




	 	 	 	 	 
	 	DOMESTIC GUARANTORS/PLEDGORS:



ADAPTIVE SWITCH LABORATORIES, INC.

a Texas corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	THE AFTERMARKET GROUP, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	ALTIMATE MEDICAL, INC.

a Minnesota corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CENTRALIZED MEDICAL EQUIPMENT LLC

a Massachusetts limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	CHAMPION MANUFACTURING INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 




 









 





[SIGNATURE PAGE 4 OF 6 TO PLEDGE AGREEMENT]




	 	 	 	 	 
	 	FAMILY MEDICAL SUPPLY LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	FREEDOM DESIGNS, INC.

a California corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	GARDEN CITY MEDICAL INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Vice President 	 
	 
	 	THE HELIXX GROUP, INC.

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADIAN HOLDINGS, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CANADIAN HOLDINGS, LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



 









 






[SIGNATURE PAGE 5 OF 6 TO PLEDGE AGREEMENT]




	 	 	 	 	 
	 	INVACARE CONTINUING CARE, INC.

a Missouri corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE CREDIT CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE FLORIDA CORPORATION

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE FLORIDA HOLDINGS, LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 
	 	INVACARE HCS, LLC

an Ohio limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Gerald B. Blouch 	 
	 	Title:  	President 	 
	 
	 	INVACARE HOLDINGS, LLC

an Ohio limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



 









 






[SIGNATURE PAGE 6 OF 6 TO PLEDGE AGREEMENT]




	 	 	 	 	 
	 	INVACARE INTERNATIONAL CORPORATION

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVACARE SUPPLY GROUP, INC.

a Massachusetts corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	INVAMEX HOLDINGS LLC

an Delaware limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	KUSCHALL, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 
	 	ROADRUNNER MOBILITY, INCORPORATED

a Texas corporation

 	 
	 	By:  	 	 
	 	Name:  	Robert K. Gudbranson 	 
	 	Title:  	Treasurer 	 
	 



 









 








ACKNOWLEDGEMENT AND CONSENT1





     Each of the undersigned hereby acknowledges receipt of a copy of the Pledge Agreement, dated
as of                                         , 2010, made by Invacare Corporation (Ohio), Adaptive Switch
Laboratories, Inc. (Texas), Invacare Florida Corporation (Delaware), Invacare Credit Corporation
(Ohio), The Aftermarket Group, Inc. (Delaware), The Helixx Group (Ohio), Champion Manufacturing
Inc. (Delaware), Invacare Continuing Care, Inc. (Missouri), Invacare Canadian Holdings, Inc.
(Delaware), Invacare International Corporation (Ohio), Kuschall, Inc. (Delaware), Altimate Medical,
Inc. (Minnesota), Invacare Supply Group, Inc. (Massachusetts), Freedom Designs, Inc. (California),
Garden City Medical, Inc. (Delaware), Road Runner Mobility, Inc. (Texas), Invacare Holdings, LLC
(Ohio), Invacare Florida Holdings, LLC (Delaware), and Family Medical Supply, LLC (Delaware), for
the benefit of PNC Bank, National Association, as Administrative Agent (the “Pledge Agreement”).
Each of the undersigned, intending to be legally bound hereby, agrees for the benefit of the
Administrative Agent and the Lenders as follows:



     1. Each of the undersigned will be bound by the terms of the Pledge Agreement and will comply
with such terms insofar as such terms are applicable to the undersigned, including without limiting
the generality of the foregoing, those terms in Sections 20 and 21 of the Pledge Agreement.



     2. Each of the undersigned will notify the Administrative Agent promptly in writing of the
occurrence of any of the events described in Section 5(viii) of the Pledge Agreement.



     3. The terms of Section 3 of the Pledge Agreement shall apply to it, mutatis mutandis,
with respect to all actions that may facilitate, in the reasonable judgment of the Administrative
Agent, the carrying out of Section 3 of the Pledge Agreement.



     4. To the extent that any of undersigned has or hereafter may acquire any immunity from the
jurisdiction of any court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution, or otherwise) with respect to itself
or its property, each of undersigned hereby irrevocably waives such immunity in respect of its
obligations under the Pledge Agreement and any other document or agreement executed in connection
therewith, and each of undersigned agrees that it will not raise or claim any such immunity at or
in respect of any such action or proceeding.



     5. Each of the undersigned acknowledges and agrees that any notices sent to the Pledgor
regarding any of the Pledged Collateral shall also be sent to the Administrative Agent in the
manner and at the address of Administrative Agent as indicated in Section 18 of the Pledge
Agreement.



     6. During the term of this Agreement, each of the undersigned shall not treat any
uncertificated ownership interests as securities which are subject to Article 8 of the Code.



                                         [list each

Subsidiary whose stock/llc interest/partnership interest is being pledged]






 




			
	1	 	Borrowers’ counsel to finalize for execution.




 









 










	 	 	 	 	 
	 	 	 
	 	 	By:  	
 	 
	 	 	Name:  	
 	 
	 	 	Title:  	
 	 
	 



Address for Notices:

                                                            

                                                            

Fax:                                                     




Schedule A to Pledge Agreement — Page 2






 









 








SCHEDULE A

TO

PLEDGE AGREEMENT




Description of Pledged Collateral



Schedule A to Pledge Agreement — Page 1





 











 





EXHIBIT 1.1(S)




SECURITY AGREEMENT



     THIS SECURITY AGREEMENT (this “Agreement”), dated as of October ___, 2010, is entered into by
and between EACH OF THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS
WHICH BECOME DEBTORS HEREUNDER FROM TIME TO TIME (each a “Debtor” and collectively, the “Debtors”),
and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for
itself and the other Lenders under the Credit Agreement described below (the “Administrative
Agent”);



WITNESSETH THAT:




     WHEREAS, the Debtors are (or will be with respect to after-acquired property) the legal and
beneficial owner and the holder of the Collateral (as defined in Section 1 hereof); and



     WHEREAS, pursuant to that certain Credit Agreement (amended, restated, supplemented or
modified from time to time, the “Credit Agreement”) dated as of October __, 2010, by and among
Invacare Corporation, an Ohio corporation, and each of the other Borrowers now or hereafter party
thereto, each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party
thereto, and the Administrative Agent, the Administrative Agent and the Lenders have agreed to
provide certain loans and other financial accommodations to the Borrowers; and



     WHEREAS, the obligation of the Administrative Agent and the Lenders to make loans under the
Credit Agreement is subject to the condition, among others, that the Loan Parties secure the
Obligations to the Administrative Agent and the Lenders under the Credit Agreement, the other Loan
Documents and otherwise as more fully described herein in the manner set forth herein.



     NOW, THEREFORE, intending to be legally bound hereby, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree
as follows:



     1. Terms which are defined in the Credit Agreement and not otherwise defined herein are used
herein as defined therein and the rules of construction set forth in Section 1.2 [Construction] of
the Credit Agreement shall apply to this Agreement. The following words and terms shall have the
following meanings, respectively, unless the context hereof otherwise clearly requires:



     (a) “Code” means the Uniform Commercial Code as in effect in the State of New York on the date
hereof and as amended from time to time except to the extent that the conflict of law rules of such
Uniform Commercial Code shall apply the Uniform Commercial Code as in effect from time to time in
any other state to specific property or other matters.



 









 





     (b) “Collateral” means all of each Debtor’s right, title and interest in, to and under the
following described property of such Debtor (each capitalized term used in this Section 1(b) shall
have in this Agreement the meaning given to it by the Code):




     (i) all now existing and hereafter acquired or arising Accounts, Goods, Health Care
Insurance Receivables, General Intangibles, Payment Intangibles, Deposit Accounts, Chattel
Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments,
Software, Investment Property, Letters of Credit, Letter of Credit Rights, advices of
credit, money, Commercial Tort Claims as listed on Schedule B hereto (as such Schedule is
amended or supplemented from time to time), Equipment, Inventory and Supporting Obligations,
together with all products of and Accessions to any of the foregoing and all Proceeds of any
of the foregoing (including, without limitation, all insurance policies and proceeds
thereof);




     (ii) to the extent, if any, not included in clause (i) above, each and every other item
of personal property, whether now existing or hereafter arising or acquired, including,
without limitation, all licenses, contracts and agreements, and all collateral for the
payment or performance of any contract or agreement, together with all products and Proceeds
(including all insurance policies and proceeds) of any Accessions to any of the foregoing;
and




     (iii) all present and future business records and information, including computer tapes
and other storage media containing the same and computer programs and software (including,
without limitation, source code, object code and related manuals and documentation and all
licenses to use such software) for accessing and manipulating such information;



     (c) “Receivables” means all of the Collateral, except Equipment and Inventory.



     (d) “Secured Obligations” shall mean and include the following: (i) all now existing and
hereafter arising Obligations of the Debtors to the Administrative Agent, the Lenders, or any
provider of any Lender Provided Interest Rate/Currency Hedge or any provider of any Other Lender
Provided Financial Service Product under the Credit Agreement or any of the other Loan Documents,
including all obligations, liabilities, and indebtedness, whether for principal, interest, fees,
expenses or otherwise, of the Debtors to the Administrative Agent, the Lenders, or any obligation
in connection with any Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided
Financial Service Product, now existing or hereafter incurred under the Credit Agreement, the
Notes, the Guaranty Agreement or any of the other Loan Documents as any of the same or any one or
more of them may from time to time be amended, restated, modified, or supplemented, together with
any and all extensions, renewals, refinancings, and refundings thereof in whole or in part (and
including obligations, liabilities, and indebtedness arising or accruing after the commencement of
any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Debtors or
which would have arisen or accrued but for the commencement of such proceeding, even if the claim
for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding,
and including all obligations, liabilities and indebtedness arising from any extensions of credit
under or in connection with the Loan Documents from time to time, regardless whether any such
extensions of credit are in



17









 




excess of the amount committed under or contemplated by the Loan Documents or are made in
circumstances in which any condition to extension of credit is not satisfied); (ii) all
reimbursement obligations of the Debtors with respect to any one or more Letters of Credit issued
by an Issuing Bank; (iii) all indebtedness, loans, obligations, expenses and liabilities of the
Debtors to the Administrative Agent or any of the Lenders, or any obligations incurred in
connection with any Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided
Financial Service Product; and (iv) any sums advanced by the Administrative Agent or the Lenders or
which may otherwise become due pursuant to the provisions of the Credit Agreement, the Notes, this
Agreement, or any other Loan Documents or pursuant to any other document or instrument at any time
delivered to the Administrative Agent in connection therewith, including commitment, letter of
credit, agent or other fees and charges, and indemnification obligations under any such document or
instrument, together with all interest payable on any of the foregoing, whether such sums are
advanced or otherwise become due before or after the entry of any judgment for foreclosure or any
judgment on any Loan Document or with respect to any default under any of the Secured Obligations.




     2. As security for the due and punctual payment and performance of the Secured Obligations in
full, each Debtor hereby agrees that the Administrative Agent and the Lenders and any provider of
any Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service
Product shall have, and each Debtor hereby grants to and creates in favor of the Administrative
Agent for the benefit of itself, the Lenders and any provider of any Lender Provided Interest
Rate/Currency Hedge or any Other Lender Provided Financial Service Product, a continuing first
priority lien on and security interest under the Code in and to the Collateral subject only to
Permitted Liens unless such are not permitted to attach to the Collateral. Without limiting the
generality of Section 4 below, each Debtor further agrees that with respect to each item of the
Collateral as to which (i) the creation of a valid and enforceable security interest is not
governed exclusively by the Code, or (ii) the perfection of a valid and enforceable first priority
security interest therein under the Code cannot be accomplished either by the Administrative Agent
taking possession thereof or by the filing in appropriate locations of appropriate Code financing
statements executed by such Debtor, such Debtor will at its expense execute and deliver to the
Administrative Agent and hereby does authorize the Administrative Agent to execute and file such
documents, agreements, notices, assignments and instruments and take such further actions as may be
requested by the Administrative Agent from time to time for the purpose of creating a valid and
perfected first priority Lien on such item, subject only to Permitted Liens unless such are not
permitted to attach to the Collateral, enforceable against such Debtor and all third parties to
secure the Secured Obligations; provided, however, notwithstanding the foregoing, so long as no
Event of Default has occurred and is continuing, the Debtors shall not be required to (the
“Conditionally Waived Requirements”) (a) perfect the Lender’s security interest in (i) titled
vehicles, (ii) petty-cash bank accounts not maintained with PNC Bank, National Association holding
the Dollar Equivalent of not more than $125,000.00 in the aggregate or otherwise deemed immaterial
by the Administrative Agent, except by the filing of a UCC-1 financing statement, (iii) financial
assets held in investment accounts, except by the filing of a UCC-1 financing statement, (iv)
commercial tort claims which could not result in a payment of $1,000,000.00 or more to a Debtor,
except by filing of a UCC-1 financing statement describing such commercial tort claims generally,
and (v) foreign intellectual property, except to the extent filing with the U.S. Patent and
Trademark Office perfects such security interest, and (b) comply with requirements of the
Assignment of Claims Act of 1940 and regulations



18









 




promulgated thereunder (“Assignment of Claims Act”), with respect to the assignment of any
government contract involving payments to Debtors of not more than $1,000,000.00.




     Notwithstanding the foregoing, no security interest, a conditional security interest or
limited security interest (as applicable, pursuant to this provision) is hereby granted in the
following Collateral (collectively, the “Excluded Property”), to the extent expressly specified
below: (i) any permit, license, contract or lease to the extent that (and in each case only for so
long as) such grant of a security interest is prohibited by any applicable Laws or is prohibited
by, or constitutes a breach or default under or results in the termination of or gives rise to a
right on the part of the parties thereto other than a Debtor to terminate, such permit or license,
contract or lease, except to the extent that such Laws or a term in such permit, license, contract
or lease providing for such prohibition, breach, default or right of termination is ineffective or
rendered unenforceable under applicable Laws (including the Code), provided, however, that the
representations and warranties made by the Loan Parties in Section 6.1.4 [No Conflict; Material
Contracts; Consents] of the Credit Agreement shall be true and correct in all material respects,
and the foregoing shall not be construed to limit such representations and warranties, (ii) any
property owned by a Debtor on the date hereof or hereafter acquired that is subject to a Lien
securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant
to the Credit Agreement if (and in each case only for so long as) the contract or other agreement
in which such Lien is granted (or the documentation providing for such purchase money, project
financing or capital or finance lease obligation) prohibits the creation of any other Lien on such
property, except to the extent that the term in such contract or other agreement providing for such
prohibition is ineffective or rendered unenforceable under applicable Laws (including the Code),
(iii) the voting stock (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) of a Foreign
Subsidiary that is not required to be pledged by a Loan Party as Collateral for the Secured
Obligations in accordance with Section 6.1.11 [Liens in the Collateral] of the Credit Agreement and
the Pledge Agreement, and (iv) any “intent to use” trademark applications for which a statement of
use has not been filed (but only until such statement is filed); provided, further, that,
notwithstanding the foregoing, a Lien or security interest shall be, and is hereby, without any
further action by Administrative Agent or consent or agreement of any Debtor, granted in (A) any
property immediately upon the cessation of the conditions causing such property to be Excluded
Property and (B) any and all proceeds, products, substitutions and replacements of Excluded
Property to the extent such proceeds, products, substitutions and replacements do not themselves
constitute Excluded Property hereunder.



     3. Each Debtor represents and warrants to the Administrative Agent and the Lenders that (a) the
Debtors have good title to the Collateral, (b) except for the security interest granted to and
created in favor of the Administrative Agent for the benefit of itself and the Lenders hereunder
and Permitted Liens unless such are not permitted to attach to the Collateral, all the Collateral
is free and clear of any Lien, (c) the Debtors will defend the Collateral against all claims and
demands of all persons at any time claiming the same or any interest therein, (d) except as
otherwise disclosed in writing by a Debtor, each Account is genuine and enforceable in accordance
with its terms and the Debtors will defend the same against all claims, demands, recoupment,
setoffs, and counterclaims at any time asserted, (e) at the time any Account becomes subject to
this Agreement, except as otherwise disclosed in writing by a Debtor, each such Account will be a
good and valid Account representing a bona fide sale of goods or services



19









 




by the Debtors and such goods will have been shipped to the respective account debtors or the
services will have been performed for the respective account debtors (or for those on behalf of
whom the account debtors are obligated on the Accounts), and except as otherwise disclosed in
writing by a Debtor, no such Account will at such time be subject to any claim for credit,
allowance, setoff, recoupment, defense, counterclaim or adjustment by any account debtor or
otherwise, (f) the exact legal name of each Debtor is as set forth on the signature page hereto,
and (g) the state of incorporation, formation or organization as applicable, of each Debtor is as
set forth on Schedule A hereto.




     4. Each Debtor will faithfully preserve and protect the Administrative Agent’s security interest
in the Collateral as a prior perfected (to the extent perfection is required under the terms of
this Agreement) security interest under the Code, superior and prior to the rights of all third
Persons, except for holders of Permitted Liens unless such are not permitted to attach to the
Collateral; provided, however, notwithstanding the foregoing, the Debtors shall not be required to
complete the Conditionally Waived Requirements unless such conditional waiver is revoked, and will
do all such other acts and things and will, upon request therefor by the Administrative Agent,
execute, deliver, file and record, and each Debtor hereby authorizes the Administrative Agent to so
file, all such other documents and instruments, including, without limitation, financing
statements, security agreements, assignments and documents and powers of attorney with respect to
the Collateral, and pay all filing fees and taxes related thereto, as the Administrative Agent in
its reasonable discretion may deem necessary or advisable from time to time in order to attach,
continue, preserve, perfect, and protect said security interest (including the filing at any time
or times after the date hereof of financing statements under, and in the locations advisable
pursuant to, the Code); and, each Debtor hereby irrevocably appoints the Administrative Agent, its
officers, employees and agents, or any of them, as attorneys-in-fact for each Debtor to execute,
deliver, file and record such items for such Debtor and in the Debtor’s name, place and stead to
preserve, continue, perfect and protect said security interest. This power of attorney, being
coupled with an interest, shall be irrevocable for the life of this Agreement.



     5. Each Debtor covenants and agrees that:



     (a) it will defend the Administrative Agent’s and the Lenders’ right, title and lien on and
security interest in and to the Collateral and the Proceeds thereof against the claims and demands
of all Persons whomsoever, other than any Person claiming a right in the Collateral pursuant to an
agreement between such Person and the Administrative Agent;



     (b) it will not suffer or permit to exist on any Collateral any Lien except for Permitted
Liens unless such are not permitted to attach to the Collateral;



     (c) it will not take or omit to take any action, the taking or the omission of which might
result in a material alteration (except as permitted by the Credit Agreement) or impairment of the
Collateral or of the Administrative Agent’s rights under this Agreement;



     (d) it will not sell, assign or otherwise dispose of any portion of the Collateral if the
taking of such action would be prohibited under the Credit Agreement;



20









 





     (e) except that the Debtors are not required to complete the Conditionally Waived Requirements
unless such conditional waiver is revoked, it will (i) maintain its chief executive office and keep
the Collateral and all records pertaining thereto at the locations specified on the Security
Interest Data Summary attached as Schedule A hereto, unless it shall have given the
Administrative Agent prior notice and taken any action reasonably requested by the Administrative
Agent to maintain its security interest therein, (ii) notify the Administrative Agent if an Account
involving payment to a Debtor in excess of $100,000.00 becomes evidenced or secured by an
Instrument or Chattel Paper and deliver to the Administrative Agent upon the Administrative Agent’s
request therefor all Collateral consisting of Instruments and Chattel Paper immediately upon the
Debtor’s receipt of a request therefor, (iii) deliver to the Administrative Agent possession of all
Collateral the possession of which is required to perfect the Administrative Agent’s Lien thereon
or security interest therein or the possession of which grants priority over a Person filing a
financing statement with respect thereto, (iv) execute control agreements and cause other Persons
to execute acknowledgments in form and substance reasonably satisfactory to the Administrative
Agent evidencing the Administrative Agent’s control with respect to all Collateral the control or
acknowledgment of which perfects the Administrative Agent’s security interest therein, including
Letters of Credit, Letter of Credit Rights, Electronic Chattel Paper, Deposit Accounts and
Investment Property, and (v) keep materially accurate and complete books and records concerning the
Collateral and such other books and records as the Administrative Agent may from time to time
reasonably require;



     (f) it will promptly furnish to the Administrative Agent such information and documents
relating to the Collateral as the Administrative Agent may reasonably request, including, without
limitation, all invoices, Documents, contracts, Chattel Paper, Instruments and other writings
pertaining to such Debtor’s contracts or the performance thereof, all of the foregoing to be
certified upon request of the Administrative Agent by an authorized officer of such Debtor;



     (g) it shall promptly notify the Administrative Agent if any Account involving payment to a
Debtor in excess of $1,000,000.00 arises out of contracts with the United States or any department,
agency or instrumentality thereof or any one or more of the states of the United States or any
department, agency, or instrumentality thereof, and will execute any instruments and take any steps
required by the Administrative Agent so that all monies due and to become due under such contract
shall be assigned to the Administrative Agent and notice of the assignment given to and
acknowledged by the appropriate government agency or authority under the Assignment of Claims Act;



     (h) it will not change its state of incorporation, formation or organization, as applicable
without providing thirty (30) days prior written notice to the Administrative Agent;



     (i) it will not change its name without providing thirty (30) days prior written notice to the
Administrative Agent;



     (j) except as expressly permitted under the Credit Agreement, it shall preserve its current
existence as a corporation, partnership or a limited liability, as applicable, and shall not (i) in
one, or a series of related transactions, merge into or consolidate with any other entity, the



21









 




survivor of which is not the Debtor, or (ii) sell all or substantially all or its assets if
such action would be prohibited under the Credit Agreement;




     (k) if such Debtor shall at any time acquire a commercial tort claim, as defined in the Code,
which could result in a payment to a Debtor of $1,000,000.00 or more, the Debtor shall immediately
notify the Administrative Agent in a writing signed by such Debtor of the details thereof and grant
to the Administrative Agent for the benefit of itself, the Lenders and any provider of any Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product, in
such writing a security interest therein and in the Proceeds thereof, with such writing to be in
form and substance reasonably satisfactory to the Administrative Agent and such writing shall
constitute a supplement to Schedule B hereto;



     (l) it hereby authorizes the Administrative Agent to, at any time and from time to time, file
in any one or more jurisdictions financing statements that describe the Collateral, together with
continuation statements thereof and amendments thereto, without the signature of such Debtor and
which contain any information required by the Code or any other applicable statute applicable to
such jurisdiction for the sufficiency or filing office acceptance of any financing statements,
continuation statements, or amendments. Each Debtor agrees to furnish any such information to the
Administrative Agent promptly upon request. Any such financing statements, continuation
statements, or amendments may be signed by Administrative Agent on behalf of such Debtor if the
Administrative Agent so elects and may be filed at any time in any jurisdiction; and



     (m) it shall at any time and from time to time take such steps as the Administrative Agent may
reasonably request as are necessary for the Administrative Agent to insure the continued perfection
of the Administrative Agent’s and the Lenders’ security interest in the Collateral with the same
priority required hereby and the preservation of its rights therein; provided, however,
notwithstanding the foregoing, the Debtors shall not be required to complete the Conditionally
Waived Requirements unless such conditional waiver is revoked.



     6. Each Debtor assumes full responsibility for taking any and all necessary steps to preserve the
Administrative Agent’s and the Lenders’ rights with respect to the Collateral against all Persons
other than anyone asserting rights in respect of a Permitted Lien unless such is not permitted to
attach to the Collateral. The Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if the Administrative
Agent takes such action for that purpose as the Debtor shall request in writing; provided that such
requested action will not, in the judgment of the Administrative Agent, impair the security
interest in the Collateral created hereby or the Administrative Agent’s and the Lenders’ rights in,
or the value of, the Collateral; provided, further, that such written request is received by the
Administrative Agent in sufficient time to permit the Administrative Agent to take the requested
action.



     7. The pledge, security interests and other Liens and the obligations of each Debtor hereunder
shall not be discharged until Payment in Full of the Secured Obligations. The pledge, security
interests, and other Liens and the obligations of each Debtor hereunder shall not be discharged or
impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise,
by Administrative Agent, or any other obligor on any of the Secured



22









 




Obligations, or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of such Debtor or which would
otherwise operate as a discharge of the Debtor as a matter of law or equity. Without limiting the
generality of the foregoing, each Debtor hereby consents to, and the pledge, security interests,
and other Liens given by such Debtor hereunder shall not be diminished, terminated, or otherwise
similarly affected by any of the following at any time and from time to time:




     (a) Any lack of genuineness, legality, validity, enforceability, or allowability (in a
bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or
subordination, in whole or in part, of any Loan Document or any of the Secured Obligations and
regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction
affecting any of the Secured Obligations, any of the terms of the Loan Documents, or any rights of
the Administrative Agent or any other Person with respect thereto;



     (b) Any increase, decrease, or change in the amount, nature, type or purpose of any of the
Secured Obligations (whether or not contemplated by the Loan Documents as presently constituted);
any change in the time, manner, method, or place of payment or performance of, or in any other term
of, any of the Secured Obligations; any execution or delivery of any additional Loan Documents; or
any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or
any of the Secured Obligations;



     (c) Any failure to assert any breach of or default under any Loan Document or any of the
Secured Obligations; any extensions of credit in excess of the amount committed under or
contemplated by the Loan Documents, or in circumstances in which any condition to such extensions
of credit has not been satisfied; any other exercise or non-exercise, or any other failure,
omission, breach, default, delay, or wrongful action in connection with any exercise or
non-exercise, of any right or remedy against any Debtor or any other Person under or in connection
with any Loan Document or any of the Secured Obligations; any refusal of payment or performance of
any of the Secured Obligations, whether or not with any reservation of rights against any Debtor;
or any application of collections (including collections resulting from realization upon any direct
or indirect security for the Secured Obligations) to other Obligations, if any, not entitled to the
benefits of this Agreement, in preference to Secured Obligations or, if any collections are applied
to Secured Obligations, any application to particular Secured Obligations;



     (d) Any taking, exchange, amendment, modification, supplement, termination, subordination,
release, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or
any enforcement of, realization upon, or exercise of rights or remedies under or in connection
with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative
Agent or any other Person in connection with the enforcement of, realization upon, or exercise of
rights or remedies under or in connection with, or, any other action or inaction by Administrative
Agent or any other Person in respect of, any direct or indirect security for any of the Secured
Obligations (including the Collateral). As used in this Agreement, “direct or indirect security”
for the Secured Obligations, and similar phrases, includes any collateral security, guaranty,
suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement,
or other right or arrangement of any nature providing direct or indirect



23









 




assurance of payment or performance of any of the Secured Obligations, made by or on behalf of
any Person;




     (e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or
forfeiture, or other change in, restructuring or termination of the existing structure or existence
of, any Debtor or any other Person; any bankruptcy, insolvency, reorganization or similar
proceeding with respect to any Debtor or any other Person; or any action taken or election
(including any election under Section 1111(b)(2) of the United States Bankruptcy Code or any
comparable law of any jurisdiction) made by Administrative Agent or any Debtor or by any other
Person in connection with any such proceeding;



     (f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted
by any Debtor or any other Person with respect to any Loan Document or any of the Secured
Obligations; or any discharge by operation of law or release of any Debtor or any other Person from
the performance or observance of any Loan Document or any of the Secured Obligations; or



     (g) Any other event or circumstance, whether similar or dissimilar to the foregoing, and
whether known or unknown, which might otherwise constitute a defense available to, or limit the
liability of a guarantor or a surety, including each Debtor, excepting only full, strict, and
indefeasible payment and performance of the Secured Obligations in full.



     8. Each Debtor hereby waives, to the fullest extent permitted by Law, any and all defenses which
such Debtor may now or hereafter have based on principles of suretyship, impairment of collateral,
or the like and each Debtor hereby waives any defense to or limitation on its obligations under
this Agreement arising out of or based on any event or circumstance referred to in the immediately
preceding section hereof. Without limiting the generality of the foregoing and to the fullest
extent permitted by applicable law, each Debtor hereby further waives each of the following:



     (a) All notices, disclosures and demands of any nature which otherwise might be required from
time to time to preserve intact any rights against such Debtor, including the following: any
notice of any event or circumstance described in the immediately preceding section hereof; any
notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any
notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the
Secured Obligations; any notice of the incurrence of any Secured Obligations; any notice of any
default or any failure on the part of the Debtors or any other Person to comply with any Loan
Document or any of the Secured Obligations or any requirement pertaining to any direct or indirect
security for any of the Secured Obligations; and any notice or other information pertaining to the
business, operations, condition (financial or otherwise), or prospects of the Debtors or any other
Person;



     (b) Any right to any marshalling of assets, to the filing of any claim against such Debtor or
any other Person in the event of any bankruptcy, insolvency, reorganization, or similar proceeding,
or to the exercise against such Debtor or any other Person of any other right or remedy under or in
connection with any Loan Document or any of the Secured Obligations or any direct or indirect
security for any of the Secured Obligations; any requirement of promptness



24









 




or diligence on the part of the Administrative Agent or any other Person; any requirement to
exhaust any remedies under or in connection with, or to mitigate the damages resulting from default
under, any Loan Document or any of the Secured Obligations or any direct or indirect security for
any of the Secured Obligations; any benefit of any statute of limitations; and any requirement of
acceptance of this Agreement or any other Loan Document, and any requirement that such Debtor
receive notice of any such acceptance; and




     (c) Any defense or other right arising by reason of any Law now or hereafter in effect in any
jurisdiction pertaining to election of remedies (including anti-deficiency laws, “one action” laws
or the like), or by reason of any election of remedies or other action or inaction by the
Administrative Agent (including commencement or completion of any judicial proceeding or
nonjudicial sale or other action in respect of the Collateral for any of the Secured Obligations),
which results in denial or impairment of the right of the Administrative Agent to seek a deficiency
against such Debtor or any other Person or which otherwise discharges or impairs any of the Secured
Obligations.



     9. (a) At any time and from time to time whether or not an Event of Default then exists and
without prior notice to or consent of any Debtor, the Administrative Agent may at its option take
such actions as the Administrative Agent deems appropriate (i) to attach, perfect, continue,
preserve and protect the Administrative Agent’s and the Lenders’ first priority security interest
in or Lien on the Collateral subject to Permitted Liens unless such are not permitted to attach to
the Collateral, (ii) to the extent set forth in the Credit Agreement, to inspect, audit and verify
the Collateral, including reviewing all of each Debtor’s books and records and copying and making
excerpts therefrom; provided that prior to an Event of Default or a Potential Default, the same is
done with advance notice during normal business hours to the extent access to such Debtor’s
premises is required, and (iii) to add all liabilities, obligations, costs and expenses reasonably
incurred in connection with the foregoing clauses (i) and (ii) to the Secured Obligations, to be
paid by the Debtors to the Administrative Agent for the benefit of the Administrative Agent and the
Lenders within ten (10) days after demand;



     (b) At any time and from time to time after an Event of Default exists and is continuing and
without prior notice to or consent of any Debtor, the Administrative Agent may at its option take
such action as the Administrative Agent deems appropriate (i) to maintain, repair, protect and
insure the Collateral, (ii) to perform, keep, observe and render true and correct any and all
covenants, agreements, representations and warranties of the Debtors hereunder, and (iii) to add
all liabilities, obligations, costs and expenses reasonably incurred in connection with the
foregoing clauses (i) and (ii) to the Secured Obligations, to be paid by the Debtors to the
Administrative Agent for the benefit of the Administrative Agent and the Lenders within ten (10)
days after demand.



     10. After there exists any Event of Default, and so long as it continues, under the Credit
Agreement:



     (a) The Administrative Agent shall have and may exercise all the rights and remedies available
to a secured party under the Code in effect at the time, and such other rights and remedies as may
be provided at Law and as set forth below, including, without limitation, to take over and collect
all of any Debtor’s Receivables and all other Collateral, and to this end each



25









 




Debtors hereby appoints the Administrative Agent, its officers, employees and agents, as its
irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to (i) take
possession immediately, with or without notice, demand, or legal process, of any of or all of the
Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral
may be found and remove the Collateral therefrom, (ii) require any Debtor to assemble the
Collateral and deliver it to the Administrative Agent or to any place designated by the
Administrative Agent at the Debtors’ expense, (iii) receive, open and dispose of all mail addressed
to any Debtor and notify postal authorities to change the address for delivery thereof to such
address as the Administrative Agent may designate, (iv) demand payment of the Receivables, (v)
enforce payment of the Receivables by legal proceedings or otherwise, (vi) exercise all of any
Debtor’s rights and remedies with respect to the collection of the Receivables, (vii) settle,
adjust, compromise, extend or renew the Receivables, (viii) settle, adjust or compromise any legal
proceedings brought to collect the Receivables, (ix) to the extent permitted by applicable Law,
sell or assign the Receivables upon such terms, for such amounts and at such time or times as the
Administrative Agent deems advisable, (x) discharge and release the Receivables, (xi) take control,
in any manner, of any item of payment or Proceeds from any account debtor, (xii) prepare, file and
sign any Debtor’s name on any proof of claim in Relief Proceeding or similar document against any
account debtor, (xiii) prepare, file and sign any Debtor’s name on any notice of Lien, assignment
or satisfaction of Lien or similar document in connection with the Receivables, (xiv) do all acts
and things necessary, in the Administrative Agent’s sole discretion, to fulfill each Debtor’s
obligations to the Administrative Agent or the Lenders under the Credit Agreement, Loan Documents
or otherwise, (xv) endorse the name of any Debtor upon any check, Chattel Paper, Document,
Instrument, invoice, freight bill, bill of lading or similar document or agreement relating to the
Receivables or Inventory, (xvi) use any Debtor’s stationery and sign such Debtor’s name to
verifications of the Receivables and notices thereof to account debtors, (xvii) access and use the
information recorded on or contained in any data processing equipment or computer hardware or
software relating to the Receivables, Inventory, or other Collateral or proceeds thereof to which
any Debtor has access, (xviii) demand, sue for, collect, compromise and give acquittances for any
and all Collateral, (xix) prosecute, defend or compromise any action, claim or proceeding with
respect to any of the Collateral, and (xx) take such other action as the Administrative Agent may
deem appropriate, including extending or modifying the terms of payment of any Debtor’s debtors.
This power of attorney, being coupled with an interest, shall be irrevocable for the life of this
Agreement. To the extent permitted by Law, each Debtor hereby waives all claims of damages due to
or arising from or connected with any of the rights or remedies exercised by the Administrative
Agent pursuant to this Agreement, except claims for physical damage to the Collateral arising from
gross negligence or willful misconduct by the Administrative Agent.




     (b) The Administrative Agent shall have the right to lease, sell or otherwise dispose of all
or any of the Collateral at public or private sale or sales for cash, credit or any combination
thereof, with such notice as may be required by Law (it being agreed by the Debtors that, in the
absence of any contrary requirement of Law, ten (10) days’ prior notice of a public or private sale
of Collateral shall be deemed reasonable notice), in lots or in bulk, for cash or on credit, all as
the Administrative Agent, in its sole discretion, may deem advisable. Such sales may be adjourned
from time to time with or without notice. The Administrative Agent shall have the right to conduct
such sales on any Debtor’s premises or elsewhere and shall have the right to use any Debtor’s
premises without charge for such sales for such time or times as the Administrative



26









 




Agent may see fit. The Administrative Agent may purchase all or any part of the Collateral at
public or, if permitted by Law, private sale and, in lieu of actual payment of such purchase price,
may set off the amount of such price against the Secured Obligations.




     (c) Each Debtor, at its cost and expense (including the cost and expense of any of the
following referenced consents, approvals, etc.), will promptly execute and deliver or cause the
execution and delivery of all applications, certificates, instruments, registration statements, and
all other documents and papers the Administrative Agent may request in connection with the
obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or
authorization of any other Official Body or other Person necessary or appropriate for the effective
exercise of any rights hereunder or under the other Loan Documents. Without limiting the
generality of the foregoing, each Debtor agrees that in the event the Administrative Agent on
behalf of itself and/or the Lenders shall exercise its rights hereunder or pursuant to the other
Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any
other action in connection with any of the Collateral, each Debtor shall execute and deliver (or
cause to be executed and delivered) all applications, certificates, assignments and other documents
that the Administrative Agent requests to facilitate such actions and shall otherwise promptly,
fully, and diligently cooperate with the Administrative Agent and any other Persons in making any
application for the prior consent or approval of any Official Body or any other Person to the
exercise by the Administrative Agent on behalf of itself and/or the Lenders or any such rights
relating to all or any of the Collateral. Furthermore, because each Debtor agrees that the
remedies at law, of the Administrative Agent on behalf of itself and/or the Lenders, for failure of
such Debtor to comply with this subsection (c) would be inadequate, and that any such failure would
not be adequately compensable in damages, each Debtor agrees that this Subsection (c) may be
specifically enforced.



     (d) The Administrative Agent may request, without limiting the rights and remedies of the
Administrative Agent on behalf of itself and the Lenders otherwise provided hereunder and under the
other Loan Documents, that each Debtor do any of the following: (i) give the Administrative Agent
on behalf of itself and the Lenders specific assignments of the accounts receivable of the Debtors
after such accounts receivable come into existence, and schedules of such accounts receivable, the
form and content of such assignment and schedules to be reasonably satisfactory to Administrative
Agent, and (ii) in order to better secure the Administrative Agent on behalf of itself and the
Lenders, to the extent permitted by Law, enter into such lockbox agreements and establish such
lockbox accounts as the Administrative Agent may require, all at the sole expense of the Debtors
and shall direct all payments from all payors due to each Debtor, to such lockbox accounts.



     11. The Lien on and security interest in the Collateral granted to and created in favor of the
Administrative Agent by this Agreement shall be for the benefit of the Administrative Agent and the
Lenders and any provider of any Lender Provided Interest Rate/Currency Hedge or any Other Lender
Provided Financial Service Product. Each of the rights, privileges, and remedies provided to the
Administrative Agent hereunder or otherwise by Law with respect to the Collateral shall be
exercised by the Administrative Agent only for its own benefit and the benefit of the Lenders and
for the benefit of any provider of any Lender Provided Interest Rate/Currency Hedge or any Other
Lender Provided Financial Service Product, and any of the Collateral or Proceeds thereof held or
realized upon at any time by the Administrative Agent shall be applied



27









 




as set forth in Section 9.2.4 [Application of Proceeds] of the Credit Agreement. Each Debtor
shall remain liable to the Administrative Agent and the Lenders and any provider of any Lender
Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product for
and shall pay to the Administrative Agent for the benefit of itself and the Lenders and any
provider of any Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial
Service Product any deficiency which may remain after such sale or collection.




     12. If the Administrative Agent repossesses or seeks to repossess any of the Collateral pursuant
to the terms hereof because of the occurrence and continance of an Event of Default, then to the
extent it is commercially reasonable for the Administrative Agent to store any Collateral on any
premises of any Debtor, such Debtor hereby agrees to lease to the Administrative Agent on a
month-to-month tenancy for a period not to exceed ninety (90) days at the Administrative Agent’s
election, at a rental rate equal to One Dollar ($1.00) per month (if such Debtor owns the
premises), and at the current rental rate per month (if such Debtor leases the premises), the
premises on which the Collateral is located; provided it is located on premises owned or leased by
such Debtor.



     13. Upon Payment in Full of the Secured Obligations and the termination or expiration of all
Commitments and Letters of Credit, this Agreement shall terminate and be of no further force and
effect, and the Administrative Agent shall thereupon promptly return to such Debtor such of the
Collateral and such other documents delivered by the Debtor or obtained by the Administrative Agent
hereunder as may then be in the Administrative Agent’s possession, subject to the rights of third
parties. Until such time, however, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.



     14. No failure or delay on the part of the Administrative Agent in exercising any right, remedy,
power or privilege hereunder shall operate as a waiver thereof or of any other right, remedy, power
or privilege of the Administrative Agent hereunder; nor shall any single or partial exercise of any
such right, remedy, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. No waiver of a single Event of Default
shall be deemed a waiver of a subsequent Event of Default. All waivers under this Agreement must
be in writing. The rights and remedies of the Administrative Agent under this Agreement are
cumulative and in addition to any rights or remedies which it may otherwise have, and the
Administrative Agent may enforce any one or more remedies hereunder successively or concurrently at
its option.



     15. All notices, statements, requests and demands given to or made upon either party hereto in
accordance with the provisions of this Agreement shall be given or made as provided in Section 11.5
[Notices; Effectiveness; Electronic Communication] of the Credit Agreement.



     16. Each Debtor agrees that as of the date hereof, all information contained on the Security
Interest Data Summary attached hereto as Schedule A is, in all material respects, accurate
and complete and contains no material omission or misrepresentation. Each Debtor shall promptly
notify the Administrative Agent of any changes in the information set forth thereon; provided,
however that it shall only be obligated to update such Schedule as to intellectual property matters
that are not material on a quarterly basis.



28









 





     17. Each Debtor acknowledges that the provisions under the Credit Agreement giving the
Administrative Agent rights of access to books, records and information concerning the Collateral
and such Debtor’s operations and providing the Administrative Agent access to such Debtor’s
premises are intended to afford the Administrative Agent with access to current information
concerning the Debtor and its activities, including without limitation, the value, nature and
location of the Collateral so that the Administrative Agent can, among other things, make an
appropriate determination after the occurrence and during the continuance of an Event of Default,
whether and when to exercise its other remedies hereunder and at Law, including, without
limitation, instituting a replevin action should the Debtor refuse to turn over any Collateral to
the Administrative Agent. Each Debtor further acknowledges that should such Debtor at any time
fail to promptly provide such information and access to the Administrative Agent, such Debtor
acknowledges that the Administrative Agent would have no adequate remedy at Law to promptly obtain
the same. Each Debtor agrees that the provisions hereof may be specifically enforced by the
Administrative Agent and waives any claim or defense in any such action or proceeding that the
Administrative Agent has an adequate remedy at Law.



     18. This Agreement shall be binding upon, and inure to the benefit of, the Administrative Agent,
the Lenders and their respective successors and assigns, and the Debtor and each of its respective
successors and assigns, except that no Debtor may assign or transfer its obligations hereunder or
any interest herein.



     19. This Agreement shall be deemed to be a contract under the laws of the State of New York and
for all purposes shall be governed by, and construed in accordance with, the laws of said State
excluding its rules relating to conflicts of law.



     20. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall
not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     21. Each Debtor hereby irrevocably submits to the nonexclusive jurisdiction of any New York state
or federal court sitting in New York County, in any action or proceeding arising out of or relating
to this Agreement, and each Debtor hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York state or federal court. Each
Debtor hereby waives to the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. Each Debtor hereby appoints the process
agent identified below (the “Process Agent”) as its agent to receive on behalf of such party, and
its respective property, service of copies of the summons and complaint and any other process which
may be served in any action or proceeding. Such service may be made by mailing or delivering a
copy of such process to the Debtor in care of the Process Agent at the Process Agent’s address, and
each Debtor hereby authorizes and directs the Process Agent to receive such service on its behalf.
Each Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions (or any political subdivision thereof) by suit on the
judgment or in any other manner provided at law. Each Debtor further agrees that it shall, for so
long as any commitment or any obligation of any Loan Party to any Lender remains outstanding,
continue to retain Process Agent for the purposes set forth in this Section 21. The Process Agent
is the Company, with an office on the date hereof



29









 




as set forth in the Credit Agreement. The Process Agent hereby accepts the appointment of
Process Agent by the Debtors and agrees to act as Process Agent on behalf of the Debtors.




     22. EXCEPT AS PROHIBITED BY LAW, EACH DEBTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.



     23. This Agreement may be executed in any number of counterparts, and by different parties hereto
in separate counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument. Each Debtor acknowledges and
agrees that a telecopy or other electronic transmission (including email) to the Administrative
Agent or any Lender of the signature pages hereof purporting to be signed on behalf of such Debtor
shall constitute effective and binding execution and delivery hereof by such Debtor.



     24. Additional Debtors. It is anticipated that additional Persons will from time to time become
Subsidiaries of the Borrowers or Guarantors and may, under the terms of the Credit Agreement, be
thereupon required to join this Agreement as Debtors. It is acknowledged and agreed that each such
Person will become a Debtor hereunder and will be bound hereby simply by executing and delivering
to Administrative Agent a Guarantor Joinder in the form of Exhibit 1.1(G)(1) to the Credit
Agreement or a Borrower Joinder in the form of Exhibit 1.1(B), as applicable. In addition,
at the time of such joinder, a new Schedule A hereto shall be provided to Administrative
Agent including such new Debtor’s relevant information.



[SIGNATURE PAGES FOLLOW]




30









 





[SIGNATURE PAGE 1 OF 6 TO SECURITY AGREEMENT]




     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed and delivered this Agreement as of the day and year first above set forth with the
intention that this Agreement constitutes a sealed instrument.



	 	 	 	 	 	 	 

	 	 	DOMESTIC BORROWER/DEBTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CORPORATION, an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 









 





[SIGNATURE PAGE 2 OF 6 TO SECURITY AGREEMENT]




	 	 	 	 	 	 	 

	 	 	DOMESTIC GUARANTORS/DEBTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	ADAPTIVE SWITCH LABORATORIES, INC.	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE AFTERMARKET GROUP, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ALTIMATE MEDICAL, INC.	 	 
	 	 	a Minnesota corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	 Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CENTRALIZED MEDICAL EQUIPMENT LLC	 	 
	 	 	a Massachusetts limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CHAMPION MANUFACTURING INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






[SIGNATURE PAGE 3 OF 6 TO SECURITY AGREEMENT]




	 	 	 	 	 	 	 

	 	 	FAMILY MEDICAL SUPPLY LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FREEDOM DESIGNS, INC.	 	 
	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GARDEN CITY MEDICAL INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE HELIXX GROUP, INC.	 	 
	 	 	an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	 Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CANADIAN HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CANADIAN HOLDINGS, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






[SIGNATURE PAGE 4 OF 6 TO SECURITY AGREEMENT]




	 	 	 	 	 	 	 

	 	 	INVACARE CONTINUING CARE, INC.	 	 
	 	 	a Missouri corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CREDIT CORPORATION	 	 
	 	 	an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE FLORIDA CORPORATION	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE FLORIDA HOLDINGS, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald B. Blouch	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HCS, LLC	 	 
	 	 	an Ohio limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald B. Blouch	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDINGS, LLC	 	 
	 	 	an Ohio limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






[SIGNATURE PAGE 5 OF 6 TO SECURITY AGREEMENT]




	 	 	 	 	 	 	 

	 	 	INVACARE INTERNATIONAL CORPORATION	 	 
	 	 	an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Robert K. Gudbranson
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE SUPPLY GROUP, INC.	 	 
	 	 	a Massachusetts corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	INVAMEX HOLDINGS LLC	 	 
	 	 	an Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	KUSCHALL, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ROADRUNNER MOBILITY, INCORPORATED	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert K. Gudbranson	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






[SIGNATURE PAGE 6 OF 6 TO SECURITY AGREEMENT]




	 	 	 	 	 	 	 

	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 









 






SCHEDULE A

TO

SECURITY AGREEMENT




Security Interest Data Summary



 









 





SCHEDULE B

TO

SECURITY AGREEMENT




Commercial Tort Claims




 












 





EXHIBIT 2.1




LENDER JOINDER AND ASSUMPTION AGREEMENT



     THIS LENDER JOINDER AND ASSUMPTION AGREEMENT (the “Joinder”) is made as of ____________, 20__
(the “Effective Date”) by ____________________________, (the “New Lender”).



Background




     Reference is made to the Credit Agreement dated as of October 28, 2010 among INVACARE
CORPORATION, an Ohio corporation, the other Borrowers and the Guarantors now or hereafter party
thereto, Lenders now or hereafter party thereto and PNC BANK, NATIONAL ASSOCIATION, as
administrative agent (the “Administrative Agent”) (as the same has been and may hereafter be
modified, supplemented, amended or restated, the “Credit Agreement”). Capitalized terms defined in
the Credit Agreement are used herein as defined therein.



Agreement




     In consideration of the Lenders permitting the New Lender to become a Lender under the Credit
Agreement, the New Lender agrees that effective as of the Effective Date it shall become, and shall
be deemed to be, a Lender under the Credit Agreement and each of the other Loan Documents and
agrees that from the Effective Date and so long as the New Lender remains a party to the Credit
Agreement, such New Lender shall assume the obligations of a Lender under and perform, comply with
and be bound by each of the provisions of the Credit Agreement which are stated to apply to a
Lender and shall be entitled (in accordance with its Ratable Share) to the benefits, rights and
remedies set forth therein and in each of the other Loan Documents. The New Lender hereby
acknowledges that it has heretofore received (i) a true and correct copy of the Credit Agreement
(including any modifications thereof or supplements or waivers thereto) as in effect on the
Effective Date, and (ii) the executed original of its Revolving Credit Note dated the Effective
Date issued by the Borrowers under the Credit Agreement in the face amount of $_____________.



     The Commitments and Ratable Shares of the New Lender and each of the other Lenders are as set
forth on Schedule 1.1(B) to the Credit Agreement. Schedule 1.1(B) to the Credit
Agreement is being amended and restated effective as of the Effective Date hereof to read as set
forth on Schedule 1.1(B) hereto. Schedule 1 hereto lists as of the date hereof the
amount of Loans under each outstanding Borrowing Tranche. Notwithstanding the foregoing on the
date hereof, the Borrowers shall repay all outstanding Loans to which either the Base Rate Option
or the Euro Rate Option applies and simultaneously reborrow a like amount of Loans under each such
Interest Rate Option from the Lenders (including the New Lender) according to the Ratable Shares
set forth on attached Schedule 1.1(B) and shall be subject to breakage fees and other
indemnities provided in Section 5.10 [Indemnity].



     The New Lender is executing and delivering this Joinder as of the Effective Date and
acknowledges that it shall: (A) participate in all new Revolving Credit Loans borrowed by the



 









 




Borrowers on and after the Effective Date according to its Ratable Share; and (B) participate
in all Letters of Credit outstanding on and after the Effective Date according to its Ratable
Share. [[To be included to be included in case Commitment/Loans to a Netherlands Borrower
is/are provided and in case New Lender is located in or organized under the laws of the
Netherlands] the New Lender further confirms on the date hereof that its amount of
Commitments/Loans is at least the Dollar Equivalent of EUR 50,000 or that it otherwise qualifies as
a professional market party (professionele marktpartij) within the meaning of the Dutch Act on
Financial Supervision (Wet op het financieel toezicht) and any regulation promulgated thereunder as
amended or replaced from time to time.]




[SIGNATURE PAGE FOLLOWS]









2









 








[SIGNATURE PAGE TO LENDER

JOINDER AND ASSUMPTION AGREEMENT]




     IN WITNESS WHEREOF, the New Lender has duly executed and delivered this Joinder as of the
Effective Date.



	 	 	 	 	 	 	 

	 	 	[NEW LENDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 









 





[ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT]



ACKNOWLEDGED:




PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Signature Page to Lender Joinder and Assumption Agreement




 









 





	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CANADA L.P., an Ontario, Canada partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE LIMITED, a United Kingdom corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE GERMANY HOLDING GMBH, a German corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDING TWO AB, a Swedish corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Signature Page to Lender Joinder and Assumption Agreement




 









 





	 	 	 	 	 	 	 

	 	 	INVACARE HOLDING AS, a Norwegian
 corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDINGS C.V., a Netherlands
 partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE HOLDINGS NEW ZEALAND, a
 New Zealand corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE INTERNATIONAL SARL, a
 Swiss corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SCANDINAVIAN MOBILITY 
INTERNATIONAL APS, a Danish corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Signature Page to Lender Joinder and Assumption Agreement





 









 








	 	 	 	 	 	 	 

	 	 	INVACARE AUSTRALIA PTY, LTD, an Australian corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Signature Page to Lender Joinder and Assumption Agreement






 









 








SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS




 









 








SCHEDULE 1




OUTSTANDING TRANCHES




 











 





EXHIBIT 2.3




LOAN REQUEST




			
	TO:	 	PNC Bank, National Association, as Administrative Agent

PNC Firstside Center

500 First Avenue

P7-PFSC-05-W

Pittsburgh, Pennsylvania 15219

Telephone No.: (412) 768-0423

Telecopier No.: (412) 705-2006

Attention: Trina Barkley, PNC Agency Services






			
	FROM:	 	Invacare Corporation, an Ohio corporation (the “Company”)








			
	RE:	 	Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”),
dated as of October 28, 2010, by and among the Company and the other Borrowers and the Guarantors now
or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank, National
Association, as administrative agent for the Lenders (the “Administrative Agent”).




Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them
by the Credit Agreement.





	A.	 	Pursuant to Section 2.3.1 [Revolving Credit Loan Requests] or Section 4.1.1 [Revolving Credit Interest Options, etc.], as the case may be, of the
Credit Agreement, the Company irrevocably requests [check one line under 1(a) below, as applicable, and fill in blank space next to the line as
appropriate].





	 	 	 	 	 	 	 	 	 

	 

	 	 	1	(a)	 	                    
	 	A new Revolving Credit Loan, OR
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Renewal of the Euro Rate Option applicable to an outstanding                    
Revolving Credit Loan originally made on                    ,
20___, OR
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Conversion of the Base Rate Option applicable to an outstanding                     
Revolving Credit Loan originally made on                    , 20___
to a Loan to which the Euro Rate Option applies, OR
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Conversion of the Euro Rate Option applicable to an outstanding                    
Revolving Credit Loan originally made on                    ,
20 ___ to a Loan to which the Base Rate Option applies.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1	(b)	 	 	 	[Intentionally Omitted.]






 









 





SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:



[Check one line under 1(c) below and fill in blank spaces in line next to line]:




	 	 	 	 	 

	1(c)(i)

	 	                    
	 	Under the Base Rate Option. Such Loan shall have a Borrowing Date of                    
        , 20___ (which date shall be the same Business Day of receipt by
the Administrative Agent by 12:00 noon eastern time of this Loan Request
for making a new Revolving Credit Loan to which the Base Rate Option
applies, or (ii) the last day of the preceding Interest Period if a Loan
to which the Euro Rate Option applies is being converted to a Loan to
which the Base Rate Option applies).
	 
	 	 	 	 
	 

	 	 	 	          OR
	 
	 	 	 	 
	(ii)

	 	                    
	 	Under the Euro Rate Option. Such Loan shall have a Borrowing Date of                    
        , 20___ (which date shall be (i) three (3) Business Days (or
four (4) Business Days, in the case of Loans in Optional Currencies)
subsequent to the Business Day of receipt by the Administrative Agent by
12:00 noon eastern time of this Loan Request for making a new Revolving
Credit Loan to which the Euro Rate Option applies, renewing a Loan to
which the Euro Rate Option applies, or converting a Loan to which the Base
Rate Option applies to a Loan to which the Euro Rate Option applies).
	 
	 	 	 	 





	 	 	 

	2(a)

	 	Such Loan is in Dollars, in the principal amount of U.S. $                      or the principal amount to be renewed or
converted is U.S. $                    
	 
	 	 
	 

	 	          OR
	 
	 	 
	(b)

	 	Such Loan is in the following Optional Currency, in the principal amount of                     , or the principal amount of
such Optional Currency to be renewed is                     .1
	 

	 	[for Loans under Section 2.3.1 not to be less than $1,000,000 and in increments of $500,000 for each Borrowing Tranche
under the Euro Rate Option and not less than $500,000 and increments of $100,000 for each Borrowing Tranche under the
Base Rate Option.]
	 
	 	 
	3

	 	[Complete blank below if the Borrower is selecting the Euro Rate Option]:
	 
	 	 
	 

	 	Such Loan shall have an Interest Period of one, two, three, or six Month(s):
	 
	 	 
	 

	 	                                        








 




			
	1	 	Loans to Canadian Borrower in Canadian dollars
will bear interest at the Euro-Rate applicable to such Loans pursuant to the
Credit Agreement.




2









 










	 	 	 	 	 	 	 

	 

	 	 	4	 	 	The proceeds of the Loan shall be advanced:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	To o the Company for its benefit [check box if applicable]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	OR to the following Borrower(s) for its/their benefit: [insert names if applicable]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	                                                                      
          
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	OR, in compliance with the Credit Agreement, to the Company for the benefit of the following Borrower(s):                                         
[insert names if applicable]






	 	 	 

	B

	 	As of the date hereof and the date of making the above-requested Loan (and after giving effect thereto): the Loan Parties have performed and complied
with all covenants and conditions of such Persons under the Credit Agreement and the other Loan Documents; all of the representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (unless any such
representation or warranty is qualified to materiality, in which case such representation or warranty is true and correct in all respects), except for
representations and warranties made as of a specified date (which were true and correct in all material respects, as applicable, as of such date); no
Event of Default or, unless consented to by the Required Lenders, Potential Default has occurred and is continuing or exists; the making of such Loan
shall not contravene any Law applicable to any Borrower, any other Loan Party, any Subsidiary of any Borrower or of any other Loan Party; the making of
such Loan shall not cause (i) the Revolving Facility Usage to exceed the Revolving Credit Commitments or (ii) any Foreign Borrower Sublimit or the
Optional Currency Sublimit to be exceeded.
	 
	 	 
	C

	 	Each of the undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]:






	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	1	 	 	                    	 	Funds to be deposited into a PNC Bank bank account per our current
standing instructions. Complete amount of deposit if not full loan
	 

	 	 	 	 	 	 	 	advance amount:
	 	U.S. $                                         OR

Optional Currency                     
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	2	 	 	                    	 	Funds to be wired per the following wire instructions:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	         
                
                [U.S. dollars OR Optional Currency] Amount of
	 

	 	 	 	 	 	 	 	Wire Transfer	 	 
	 

	 	 	 	 	 	 	 	Bank Name:     
           
           
     	 	 
	 

	 	 	 	 	 	 	 	ABA:        
           
             	 	 
	 

	 	 	 	 	 	 	 	Account Number:       
           
              	 	 
	 

	 	 	 	 	 	 	 	Account Name:          
           
           	 	 
	 

	 	 	 	 	 	 	 	Reference:         
           
            	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	3	 	 	                    	 	Funds to be wired per the attached Funds Flow (multiple wire transfers).






3









 





[SIGNATURE PAGE — LOAN REQUEST]




     The Company certifies to the Administrative Agent for the benefit of the Lenders as to the
accuracy of the foregoing on                                          , 20                     .



	 	 	 	 	 	 	 

	 	 	INVACARE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





EXHIBIT 2.3.2




SWING LOAN REQUEST



	 	 	 

	TO:

	 	PNC Bank, National Association, as Administrative Agent

PNC Firstside Center

500 First Avenue

P7-PFSC-05-W

Pittsburgh, Pennsylvania 15219

Telephone No.: (412) 768-0423

Telecopier No.: (412) 705-2006

Attention: Trina Barkley, PNC Agency Services 

[or address to applicable Optional Currency Swing Loan Lender, if applicable, with a copy to the
Administrative Agent]
	 
	 	 
	FROM:

	 	Invacare Corporation, an Ohio corporation (the “Company”)


	 
	 	 
	RE:

	 	Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”),
dated as of October 28, 2010, by and among the Company and the other Borrowers and the Guarantors now
or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank, National
Association, as administrative agent for the Lenders (the “Administrative Agent”).






     Capitalized terms not otherwise defined herein shall have the respective meanings given to
them by the Agreement.



     Pursuant to Section 2.3.2 [Swing Loan Requests] of the Agreement, the Company hereby makes the
following Swing Loan Request:



	 	 	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	Aggregate principal amount of such Swing Loan (may not be less than $100,000)
	 	U.S. $ [or specify Optional Currency]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Proposed Borrowing Date
(which date shall be on or after the date on which the Administrative Agent
receives this Swing Loan Request, with such Swing Loan Request to be received no
later than 12:00 noon eastern time on the Borrowing Date)
	 	                                        
	 
	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 

	 	 	 	3.	 	 	As of the date hereof and the date of making the above-requested Swing Loan (and after giving effect thereto):
the Loan Parties and the other Guarantors have performed and complied with all covenants and conditions of such
Persons under the Credit Agreement and the other Loan Documents; all of the representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all
material respects (unless any such representation or warranty is qualified to materiality, in which case such
representation or warranty is true and correct), except for representations and warranties made as of a specified
date (which were true and correct in all material respects, as applicable, as of such date); no Event of Default
or, unless consented to by the Required Lenders, Potential Default has occurred and is continuing or exists; the
making of such Loan shall not contravene any Law applicable to the Borrower, any other Loan Party, any Subsidiary
of the Borrower or of any other Loan Party or any other Guarantor, or any Lender; the making of such Loan shall
not exceed the Swing Loan Commitment or cause (i) the Revolving Facility Usage to exceed the Revolving Credit
Commitments or (ii) any Foreign Borrower Sublimit to be exceeded.
	 
	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	Each of the undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the
line as appropriate]:






	 	 	 	 	 	 	 

	 

	 	A
	 	                    
	 	Funds to be deposited into a PNC Bank bank account per our
current standing instructions. Complete amount of deposit
if not full loan advance amount: U.S. $                     [or
specify Optional Currency amount].
	 
	 	 	 	 	 	 
	 

	 	B
	 	         
          
	 	Funds to be wired per the following wire instructions:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	U.S. $                      [or Specify Optional Currency]
                     Amount of Wire Transfer
	 

	 	 	 	 	 	Bank Name:      
           
               
	 

	 	 	 	 	 	ABA:        
           
             
	 

	 	 	 	 	 	Account Number:     
           
                
	 

	 	 	 	 	 	Account Name:        
           
             
	 

	 	 	 	 	 	Reference:       
           
              
	 
	 	 	 	 	 	 
	 

	 	C
	 	                    
	 	Funds to be wired per the attached Funds Flow (multiple
wire transfers).






	 	 	 

	5.

	 	The proceeds of the Swing Loan shall be advanced:
	 
	 	 
	 

	 	To o the Company for its benefit [check box if applicable]
	 
	 	 
	 

	 	OR to the following Borrower(s) for its/their benefit: [insert names if applicable]
	 
	 	 
	 

	 	                                        
	 
	 	 
	 

	 	OR, in compliance with the Credit Agreement, to the Company for the benefit of the following
Borrower(s):                                          [insert names if applicable]






3









 






	 	 	 

	6.

	 	The aggregate Dollar Equivalent amount of all Swing Loans, taking into account the requested Swing
Loan, does not exceed the Swing Loan Sublimit.






[SIGNATURE PAGE FOLLOWS]







4









 








[SIGNATURE PAGE — SWING LOAN REQUEST]




     The Company certifies to the Administrative Agent for the benefit of the Lenders as to the
accuracy of the foregoing on                                          , 20                      .



	 	 	 	 	 

	 	 	INVACARE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






5











 





EXHIBIT 8.3.3




QUARTERLY COMPLIANCE CERTIFICATE




     This certificate is delivered pursuant to Section 8.3.3 of that certain Credit Agreement dated
as of October 28, 2010 (the “Credit Agreement”) by and among Invacare Corporation, an Ohio
corporation (the “Company”), the other Borrowers now or hereafter party thereto, the Guarantors now
or hereafter party thereto (the “Guarantors”), the Lenders now or hereafter party thereto (the
"Lenders”), and PNC Bank, National Association, as Administrative Agent for the Lenders (the
"Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement
are used herein with the same meanings.



     The undersigned officer,                                                     
        , the                      [President/Chief Executive
Officer/Chief Financial Officer] of the Company, in such capacity does hereby certify on behalf of
the Company and other Borrowers as of the quarter/year ended                                         , 20___ (the “Report
Date”), as follows:1


(1) Maximum Leverage Ratio (Section 8.2.15). As of the Report Date, the Consolidated
Leverage Ratio is                                         [insert ratio from Item (1)(C) below], which ratio is not
greater than 3.50 to 1.00.




     The Consolidated Leverage Ratio is computed as follows:




	 	(A)	 	Consolidated Funded Indebtedness, as of the Report Date, calculated as follows:






	 	(i)	 	Sum of the following:





	 	 	 	 	 

	 

	 	A. Outstanding principal amount of all obligations for borrowed money (including Obligations, bonds, notes and similar instruments)
	 	$                    
	 
	 	 	 	 
	 

	 	B. Purchase money Indebtedness
	 	$                    
	 
	 	 	 	 
	 

	 	C. Direct letter of credit obligations
	 	$                    
	 
	 	 	 	 
	 

	 	D. Deferred purchase price obligations
	 	$                    
	 
	 	 	 	 
	 

	 	E. Attributable Indebtedness
	 	$                    
	 
	 	 	 	 
	 

	 	F. Guarantees of Indebtedness
	 	$                    
	 
	 	 	 	 
	 

	 	G. Recourse Indebtedness of partnerships or joint ventures
	 	$                    








 




			
	1	 	See Credit Agreement for full provisions relating to all financial covenants.





 









 





	 	 	 	 	 

	 

	 	H. Excluding (a) recourse obligations with respect to Vendor Financing, (b) intercompany loans and (c) any other short or long
term liabilities not specified above or not constituting Indebtedness for borrowed money
	 	$                    
	 
	 	 	 	 
	 

	 	I. Sum of Item (1)(A)(i)(A) through Item (1)(A)(i)(H) equals Consolidated Funded Indebtedness
	 	$                    







	 	(B)	 	Consolidated EBITDA, as of the Report Date, for the four (4) fiscal quarters then ending, calculated as follows:






	 	(i)	 	Consolidated Net Income, which is calculated as follows:





	 	 	 	 	 

	 

	 	A. Consolidated GAAP net income/loss
	 	$                    
	 
	 	 	 	 
	 

	 	B. Excluding the following to the extent included in such calculation:	 	 
	 
	 	 	 	 
	 

	 	C. Extraordinary gains/losses (less fees and expenses) net of taxes, per GAAP
	 	$                    
	 
	 	 	 	 
	 

	 	D. Net income/loss allocable to minority interests in unconsolidated Persons
	 	$                    
	 
	 	 	 	 
	 

	 	E. Gains/losses net of taxes upon termination of benefit plans
	 	$                    
	 
	 	 	 	 
	 

	 	F. Gains/losses less fees and expenses, net of taxes, from non-ordinary course dispositions of assets
	 	$                    
	 
	 	 	 	 
	 

	 	G. Impairment charges or write-downs of non-current assets
	 	$                    
	 
	 	 	 	 
	 

	 	H. Non-cash expenses or charges from stock/equity awards
	 	$                    
	 
	 	 	 	 
	 

	 	I. Cumulative effect of changes in accounting principles
	 	$                    






Signature Page to Quarterly Compliance Certificate




 









 





	 	 	 	 	 

	 

	 	J. Deferred financing costs written off/premiums paid/gains/losses incurred/charges and fees paid for early extinguishment of
Indebtedness or redemption/repurchase/retirement of Indebtedness
	 	$                    
	 
	 	 	 	 
	 

	 	K. Non-cash restructuring charges
	 	$                    
	 
	 	 	 	 
	 

	 	L. Non-cash interest charges in relation to 2027 Convertible Notes pursuant to FSP APB 14-1
	 	$                    
	 
	 	 	 	 
	 

	 	M. Non-cash gains/losses with respect to sale/leaseback transactions
	 	$                    
	 
	 	 	 	 
	 

	 	N. Sum of Item (1)(B)(i)(A) through Item (1)(B)(i)(M) equals Consolidated Net Income
	 	$                    







	 	(ii)	 	Plus, to the extent deducted from Consolidated Net Income, the following:





	 	 	 	 	 

	 

	 	A. Consolidated Interest Charges, which is the sum of the following:	 	 
	 
	 	 	 	 
	 

	 	B. Interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including
capitalized interest) or in connection with deferred purchase price of assets, to extent treated as interest expense per GAAP;
plus
	 	$                    
	 
	 	 	 	 
	 

	 	C. Interest paid or payable with respect to discontinued operations; plus
	 	$                    
	 
	 	 	 	 
	 

	 	D. Portion of rent expense under Capitalized Leases treated as interest per GAAP; minus
	 	$                    
	 
	 	 	 	 
	 

	 	E. Interest income per GAAP; minus
	 	$                    
	 
	 	 	 	 
	 

	 	F. Non-cash interest for 2027 Convertible Senior Notes per FSP APB 14-1; minus
	 	$                    
	 
	 	 	 	 
	 

	 	G. Premiums paid, gains/losses incurred, charges and fees paid to redeem, repurchase or retire Indebtedness
	 	$                    






Signature Page to Quarterly Compliance Certificate




 









 





	 	 	 	 	 

	 

	 	H. Sum of Item (1)(B)(ii)(B) through Item (1)(B)(ii)(G) equals Consolidated Interest Charges
	 	$                    
	 
	 	 	 	 
	 

	 	I. Plus the following:	 	 
	 
	 	 	 	 
	 

	 	J. Fees and expenses in connection with closing of Credit Agreement
	 	$                    
	 
	 	 	 	 
	 

	 	K. Provision for tax expense
	 	$                    
	 
	 	 	 	 
	 

	 	L. Depreciation and amortization expense and bank or lending fees classified as SG&A expenses
	 	$                    
	 
	 	 	 	 
	 

	 	M. Non-cash compensation charges or other non-cash expenses arising from grant or issuance of stock or equity awards to
directors/officers/employees
	 	$                    
	 
	 	 	 	 
	 

	 	N. Premiums paid, gains/losses incurred, charges and fees paid for repayment of the 2015 Senior Notes and the 2027 Convertible
Notes
	 	$                    
	 
	 	 	 	 
	 

	 	O. Non-cash charges for cost savings initiatives
	 	$                    
	 
	 	 	 	 
	 

	 	P. Cash charges up to $15,000,000 in aggregate during the term of the Credit Agreement relating to cost saving initiatives
	 	$                    
	 
	 	 	 	 
	 

	 	Q. Other non-recurring expenses and losses reducing Consolidated Net Income not representing cash items
	 	$                    
	 
	 	 	 	 
	 

	 	R. Sum of Item (1)(B)(ii)(J) through Item (1)(B)(ii)(Q)
	 	$                    
	 
	 	 	 	 
	 

	 	S. Sum of Item (1)(B)(ii)(H) plus Item (1)(B)(ii)(R)
	 	$                    
	 
	 	 	 	 
	 

	 	T. Minus the following to the extent included in Consolidated Net Income:	 	 
	 
	 	 	 	 
	 

	 	U. Tax credits
	 	$                    
	 
	 	 	 	 
	 

	 	V. Non-recurring non-cash items increasing Consolidated Net Income
	 	$                    
	 
	 	 	 	 
	 

	 	W. Sum of Item (1)(B)(ii)(U) through Item (1)(B)(ii)(V)
	 	$                    






Signature Page to Quarterly Compliance Certificate




 









 





	 	 	 	 	 

	 

	 	X. Item (1)(B)(ii)(S) minus Item (1)(B)(ii)(W)
	 	$                    






	 	 	 	 	 

	 

	 	(iii) Sum of Item (1)(B)(i)(N) plus Item (1)(B)(ii)(X) equals Consolidated EBITDA
	 	$                    






	 	 	 	 	 

	 
	 	(C) Item (1)(A)(i)(I) divided by Item (1)(B)(iii) equals the Consolidated Leverage Ratio, which ratio is not greater than 3.50 to 1.00	 	___to 1.00





(2) Minimum Interest Coverage Ratio (Section 8.2.16). As of the Report Date, the
Consolidated Interest Coverage Ratio is                                          [insert ratio from Item (2)(C) below],
which ratio is greater than 3.50 to 1.00.




     The Consolidated Interest Coverage Ratio is computed as follows:



	 	 	 	 	 

	 
	 	(A) Consolidated EBITDA [insert from Item (1)(B)(iii) above]	 	$                    
	 
	 	 	 	 
	 
	 	(B) Consolidated Interest Charges [insert from Item (1)(B)(ii)(H) above]	 	$                    
	 
	 	 	 	 
	 
	 	(C) Item (2)(A) divided by Item (2)(B) equals the Consolidated Interest Coverage Ratio, which ratio is greater than 3.50 to 1.00	 	 
	 
	 	 	 	___to 1.00





(3) Dispositions of Assets from Domestic Loan Parties to Foreign Subsidiaries (Section
8.2.7 (iii). As of the Report Date, net sales, transfers or leases of assets from Domestic Loan
Parties to Foreign Subsidiaries totals $0 for the current fiscal year, which does not exceed 10% of
the aggregate value of the Domestic Loan Parties’ domestic assets as of the Report Date, and
otherwise no violation has occurred with respect to Section 8.2.7(iii) of the Credit Agreement.



(4) Capital Expenditures(Section 8.2.14). As of the Report Date, the amount of Capital
Expenditures of described in clause (iv) of Section 8.2.14 for the fiscal year is $_________
[insert if applicable: minus $___________ representing Capex Carryover Amount from the prior fiscal
year equals $_________] which amount does not exceed $35,000,000.



(5) Representations, Warranties and Covenants. The representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct
in all material respects (unless any such representation or warranty is qualified as to
materiality, in which case such representation or warranty is true and correct) on and as of the
date of this certificate with the same effect as though such representations and warranties had
been made on the date hereof, except for representations and warranties made as of a specified
date, which were true and correct in all material respects, as applicable, as of such date (unless
any such representation or warranty is qualified as to materiality, in which case such
representation or warranty is true and correct).




Signature Page to Quarterly Compliance Certificate




 









 




(6) Event of Default or Potential Default. No Event of Default or Potential Default exists
as of the date hereof.




[SIGNATURE PAGE FOLLOWS]




Signature Page to Quarterly Compliance Certificate



 









 





SIGNATURE PAGE — QUARTERLY COMPLIANCE CERTIFICATE




     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 28th day of October,
2010.



	 	 	 	 	 	 	 

	 	 	COMPANY (ON BEHALF OF BORROWERS):	 	 
	 
	 	 	 	 	 	 
	 	 	INVACARE CORPORATION, an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title: