First Amendment to Credit Agreement



 Exhibit 10(ah) 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), dated as of June 21, 2007, is by and among INVACARE CORPORATION, an Ohio corporation (the “Company”), the certain Subsidiaries of the Company from time to time party hereto
as foreign borrowers (and together with the Company, the “Borrowers”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors”), the lenders from time to time
party hereto (collectively, the “Lenders”), NATIONAL CITY BANK, as Multicurrency Administrative Agent, Multicurrency Collateral Agent, Swing Line Lender and an L/C Issuer, NATIONAL CITY BANK, Canada Branch, as Canadian
Administrative Agent and Canadian Collateral Agent, and BANC OF AMERICA SECURITIES ASIA LIMITED, as Australian Administrative Agent and Australian Collateral Agent. 
 W I T N E S S E T H 
 WHEREAS, the Borrowers, the Guarantors, the Lenders, the
Administrative Agents and the Collateral Agents are parties to that certain Credit Agreement dated as of February 12, 2007 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit
Agreement”); 
 WHEREAS, Invacare Florida Holding LLC made two (2) dividend payments to 1207273 Alberta
ULC in an aggregate amount of CAN $2,599,814 (the “Dividend Payment Event”); and 
 WHEREAS, the Loan
Parties have requested the Required Lenders (a) waive the Dividend Payment Event and (b) amend the Credit Agreement to permit future dividends to 1207273 Alberta ULC; and 
 WHEREAS, the Required Lenders are willing to (a) waive the Dividend Payment Event and (b) make such amendment to the
Credit Agreement, in each case subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, in
consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 







 ARTICLE I 
 WAIVER 
 1.1 Waiver of Event of Default. Notwithstanding the
provisions of the Credit Agreement to the contrary, the Required Lenders hereby waive, on a one-time basis, the Dividend Payment Event. 
 1.2 Effectiveness of Waiver. This Amendment shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any other action by the Borrowers nor as
a waiver of any breach or default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Credit Agreement, except as
specifically modified or waived by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement,
or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, any Administrative Agent’s, Collateral Agent’s or the Lenders’ exercise of any rights or remedies under the Credit
Agreement or any other Loan Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved. 
 ARTICLE II 
 AMENDMENT TO CREDIT AGREEMENT 
 2.1 Amendment to Section 7.06. Section 7.06 is hereby amended by adding the following clause (f) to the end
of such Section and making the appropriate punctuation and grammatical changes thereto: 
 (f) so long as
(i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Company and its Subsidiaries shall realize a tax benefit as a result thereof, any Domestic Subsidiary may declare and make dividend
payments or other distributions payable to 1207273 Alberta ULC in an aggregate amount not to exceed CAN $17,000,000 per fiscal year. 
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS 
 3.1 Closing Conditions. This Amendment shall become effective as of February 28, 2007 (the “Amendment Effective Date”) upon satisfaction of the following
conditions (in form and substance reasonably acceptable to the Multicurrency Administrative Agent): 
 (a) Executed
Amendment. The Multicurrency Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, the Required Lenders and acknowledged by the Multicurrency Administrative Agent. 
  

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 (b) Fees and Expenses. The Borrower shall have paid in full all reasonable
out-of-pocket fees and expenses of the Multicurrency Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses of Moore & Van Allen
PLLC. 
 (c) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by
this Amendment shall be reasonably satisfactory in form and substance to the Multicurrency Administrative Agent and its counsel. 
 ARTICLE
IV 
 MISCELLANEOUS 
 4.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.
Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 
 4.2 Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:

 (a) It has taken all necessary action to authorize the execution, delivery and performance of this
Amendment. 
 (b) This Amendment has been duly executed and delivered by such Person and constitutes such
Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
 (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or
governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
 (d) The representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier
date). 
 (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes
a Default or an Event of Default. 
  

 3 








 (f) The Security Documents continue to create a valid security interest
in, and Lien upon, the Collateral, in favor of the applicable Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other
than Permitted Liens. 
 (g) Except as specifically provided in this Amendment, the Obligations are not
reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. 
 4.3
Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the
observance and full performance of its respective Obligations. 
 4.4 Loan Document. This Amendment shall
constitute a Loan Document under the terms of the Credit Agreement. 
 4.5 Expenses. The Borrower agrees to pay
all reasonable costs and expenses of the Multicurrency Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Multicurrency
Administrative Agent’s legal counsel. 
 4.6 Further Assurances. The Loan Parties agree to promptly take
such action, upon the request of the Multicurrency Administrative Agent, as is necessary to carry out the intent of this Amendment. 
 4.7 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter
hereof. 
 4.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original
and shall constitute a representation that an original will be delivered. 
 4.9 No Actions, Claims, Etc. As of
the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against any
Administrative Agent, the Lenders, or any Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under
this Credit Agreement on or prior to the date hereof. 
  

 4 








 4.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 4.11 Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 4.12 General Release. In consideration of the Required Lenders, entering into this Amendment, each Loan Party hereby releases each Administrative Agent, the Lenders, and each Administrative Agent’s and the Lenders’
respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof, except, with respect to any such person being released hereby, any actions, causes of action,
claims, demands, damages and liabilities arising out of such person’s gross negligence, bad faith or willful misconduct. 
 4.13 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis. 
  

 5 









 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  

 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed
on the date first above written. 
  

							
	 BORROWERS:
	 		 	 INVACARE CORPORATION,

		 		 	 an Ohio corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Chief Financial Officer

			
		 		 	 CARROLL HEALTHCARE INC.,

		 		 	 an Ontario corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Chief Financial Officer

			
		 		 	 INVACARE AUSTRALIA PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	  

		 		 	 Name:
	 	 McGregor Grant

		 		 	 Title:
	 	 Secretary

			
		 		 	 INVACARE HOLDINGS C.V.,

		 		 	 a Dutch limited partnership

				
		 		 	 By:
	 	 Invacare Holdings LLC, a general partnership

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Treasurer

			
		 		 	 INVACARE INTERNATIONAL SARL,

		 		 	 a Swiss corporation

				
		 		 	 By:
	 	  

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director, Europe


  








 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 INVACARE LIMITED,

	 a private limited company organized under the laws of England and Wales

		
	 By:
	 	 /s/ Mark Prosser

	 Name:
	 	 Mark Prosser

	 Title:
	 	 CEO

	
	SCANDINAVIAN MOBILITY INTERNATIONAL APS,
	 a Danish private limited company

		
	 By:
	 	 /s/ Leif Christensen

	 Name:
	 	 Leif Christensen

	 Title:
	 	 Director and Manager



 DOMESTIC GUARANTORS: 

			
	
	 ADAPTIVE SWITCH LABORATORIES, INC.,
 a
Texas corporation

	
	 INVACARE FLORIDA CORPORATION,
 a
Delaware corporation

	
	 INVACARE CREDIT CORPORATION,
 an Ohio
corporation

	
	 THE AFTERMARKET GROUP, INC.,
 a
Delaware corporation

	
	 THE HELIXX GROUP, INC.,
 an Ohio
corporation

	
	 CHAMPION MANUFACTURING INC.,
 a
Delaware corporation

	
	 HEALTHTECH PRODUCTS, INC.,
 a Missouri
corporation

	
	 INVACARE CANADIAN HOLDINGS, INC.,
 a
Delaware corporation

	
	 INVACARE INTERNATIONAL CORPORATION,
 an Ohio corporation

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Title:
	 	 Vice President and Treasurer

	
	 KUSCHALL, INC.,
 a Delaware corporation

	
	 ALTIMATE MEDICAL, INC.,
 a Minnesota corporation

	
	 INVACARE SUPPLY GROUP, INC.,
 a Massachusetts corporation

	
	 INVACARE HOLDINGS, LLC,
 an Ohio limited liability company

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Treasurer











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 FREEDOM DESIGNS, INC.,

	 a California corporation

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Vice President and Treasurer

	
	 GARDEN CITY MEDICAL INC.,

	 a Delaware corporation

	
	 MEDBLOC, INC.,

	 a Delaware corporation

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Vice President and Treasurer

	
	 INVACARE FLORIDA HOLDINGS, LLC,

	 a Delaware limited liability company

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Treasurer and Secretary



  








 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


							
	 CANADIAN GUARANTORS:
	 		 	 1207273 ALBERTA ULC,

		 		 	 an Alberta corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Vice President and Treasurer

			
		 		 	 2083806 ONTARIO INC.,

		 		 	 an Ontario corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Vice President and Treasurer

			
		 		 	 6123449 CANADA INC.,

		 		 	 a Canada corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Vice President and Treasurer

			
		 		 	 INVACARE CANADA L.P.,

		 		 	 an Ontario limited partnership

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Vice President and Treasurer

			
		 		 	 INVACARE CANADA GENERAL PARTNER INC.,

		 		 	 a Canada corporation

				
		 		 	 By:
	 	 /s/ Gregory C. Thompson

		 		 	 Name:
	 	 Gregory C. Thompson

		 		 	 Title:
	 	 Vice President and Treasurer


  








 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 MOTION CONCEPTS L.P.,

	 an Ontario limited partnership

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Vice President and Treasurer

	
	 PERPETUAL MOTION ENTERPRISES LIMITED,

	 an Ontario corporation

		
	 By:
	 	 /s/ Gregory C. Thompson

	 Name:
	 	 Gregory C. Thompson

	 Title:
	 	 Vice President and Treasurer



  








 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


							
	 AUSTRALIAN GUARANTORS:
	 		 	 ADELAIDE SCOOTERS & WHEELCHAIRS PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor Grant

		 		 	 Name:
	 	 McGregor Grant

		 		 	 Title:
	 	 Secretary

			
		 		 	 AUSTRALIAN HEALTHCARE EQUIPMENT PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor Grant

		 		 	 Name:
	 	 McGregor Grant

		 		 	 Title:
	 	 Secretary

			
		 		 	 HOME HEALTH EQUIPMENT PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor Grant

		 		 	 Name:
	 	 McGregor Grant

		 		 	 Title:
	 	 Secretary

			
		 		 	 MORRIS SURGICAL PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor Grant

		 		 	 Name:
	 	 McGregor Grant

		 		 	 Title:
	 	 Secretary


  







 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  

							
	 FOREIGN GUARANTORS:
	 		 	 INVACARE A/S,

		 		 	 a Danish limited liability company

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director, Europe

			
		 		 	 INVACARE B.V.,

		 		 	 a Dutch private limited liability company

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director, Europe

			
	 	 	 	 	 INVACARE EC-HØNG A/S,

		 		 	 a Danish limited company

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director, Europe

			
	 	 	 	 	 INVACARE HOLDINGS TWO B.V.,

		 		 	 a Dutch private limited liability company

				
		 		 	 By:
	 	 /s/ Marco Koole

		 		 	 Name:
	 	 Marco Koole

		 		 	 Title:
	 	 Comptroller

			
	 	 	 	 	 INVACARE UK OPERATIONS LTD.,

		 		 	 a private limited company organized under the laws of England and Wales

				
		 		 	 By:
	 	 /s/ Mark Prosser

		 		 	 Name:
	 	 Mark Prosser

		 		 	 Title:
	 	 CEO


  








 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 KÜSCHALL AG,

	 a Swiss corporation

		
	 By:
	 	 /s/ Jean-Francois Gsell

	 Name:
	 	 Jean-Francois Gsell

	 Title:
	 	 Comptroller











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Acknowledged and Agreed:

	
	 NATIONAL CITY BANK, as

	 Multicurrency Administrative Agent

		
	 By:
	 	 /s/ Robert S. Coleman

	 Name:
	 	 Robert S. Coleman

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 NATIONAL CITY BANK, as Lender, L/C

	 Issuer and Swing Line Lender

		
	 By:
	 	 /s/ Robert S. Coleman

	 Name:
	 	 Robert S. Coleman

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 BANK OF AMERICA, N.A.

		
	 By: 
	 	 /s/ Jill J. Hogan

	 Name:
	 	 Jill J. Hogan

	 Title:
	 	 Vice President











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 KEYBANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ J.T. taylor

	 Name:
	 	 J.T. taylor

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 BANC OF AMERICA SECURITIES ASIA LIMITED, as a Lender and Australian Administrative Agent

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 [OTHER LENDERS]
  
 Carlyle Capital Investment Limited

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle High Yield Partners VII, Ltd

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle Credit Partners

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle Loan Investment, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle High Yield Partners IV, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle High Yield Partners VI, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle High Yield Partners X, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Carlyle High Yield Partners VIII, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 Carlyle High Yield Partners IX, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 Name:
	 	 Linda Pace

	 Title:
	 	 Managing Director

	
	 General Electric Capital Corporation

		
	 By:
	 	 /s/ Dionne Miller

	 Name:
	 	 Dionne Miller

	 Title:
	 	 Its Duly Authorized Signatory

	
	 Grand Central Asset Trust, LAC Series

		
	 By:
	 	 /s/ Jeff Parkinson

	 Name:
	 	 Jeff Parkinson

	 Title:
	 	 Attorney-in-fact

	
	 Harch CLO III, Limited

		
	 By:
	 	 /s/ Michael E. Lewitt

	 Name:
	 	 Michael E. Lewitt

	 Title:
	 	 Authorized Signatory

	
	 Hartford Institutional Trust,

	 On behalf of its Floating Rate Bank Loan Series

	 By: Hartford Investment management Company, Its Investment Manager

		
	 By:
	 	 /s/ James Serhant

	 Name:
	 	 James Serhant

	 Title:
	 	 Senior Vice President

	
	 Keybank National Association

		
	 By:
	 	 /s/ J.T. Taylor

	 Name:
	 	 J.T. Taylor

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 L.A. Funding LLC

		
	 By:
	 	 /s/ Tara E. Kenny

	 Name:
	 	 Tara E. Kenny

	 Title:
	 	 Assistant Vice President

	
	 Navigare Funding I CLO Ltd

	 By Navigare Partners LLC

	 Its collateral manager

		
	 By:
	 	 /s/ Joel G. Serebransky

	 Name:
	 	 Joel G. Serebransky

	 Title:
	 	 Managing Director

	
	 Navigare Funding II CLO Ltd

	 By Navigare Partners LLC

	 Its collateral manager

		
	 By:
	 	 /s/ Joel G. Serebransky

	 Name:
	 	 Joel G. Serebransky

	 Title:
	 	 Managing Director

	
	 Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman CEPI Loand Funding LLC.

		
	 By:
	 	 /s/ Jeff Parkinson

	 Name:
	 	 Jeff Parkinson

	 Title:
	 	 Attorney-in-fact

	
	 Stoney Land Fuding, I Ltd.

	 By: HillMark Capital Management, L.P.,

	 As Collateral Manager

		
	 By:
	 	 /s/ Kevin Cuskley

	 Name:
	 	 Kevin Cuskley

	 Title:
	 	 Senior Portfolio Manager











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Venture III CDO Limited

	 By its investment advisor,

	 MJX Asset Management LLC

		
	 By:
	 	 /s/ John P. Calaba

	 Name:
	 	 John P. Calaba

	 Title:
	 	 Vice President

	
	 Venture IV CDO Limited

	 By its investment advisor,

	 MJX Asset Management LLC

		
	 By:
	 	 /s/ John P. Calaba

	 Name:
	 	 John P. Calaba

	 Title:
	 	 Vice President

	
	 Venture VII CDO Limited

	 By its investment advisor,

	 MJX Asset Management LLC

		
	 By:
	 	 /s/ John P. Calaba

	 Name:
	 	 John P. Calaba

	 Title:
	 	 Vice President

	
	 Venture VIII CDO Limited

	 By its investment advisor,

	 MJX Asset Management LLC

		
	 By:
	 	 /s/ John P. Calaba

	 Name:
	 	 John P. Calaba

	 Title:
	 	 Vice President

	
	 Merchants Bank, National Association

		
	 By:
	 	 /s/ Timothy Klinkner

	 Name:
	 	 Timothy Klinkner

	 Title:
	 	 Vice President

	
	 UBS AG, Stamford Branch

		
	 By:
	 	 /s/ Janice L. Randolph

	 Name:
	 	 Janice L. Randolph

	 Title:
	 	 Associate Director

		 	 Banking Products Services, US











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 By:
	 	 /s/ Margaret Sang

	 Name:
	 	 Margaret Sang

	 Title:
	 	 Associate Director

		 	 Banking Products Services, US

	
	 LaSalle Commercial Lending,

	 A Division of ABN AMRO Bank N.V.

		
	 By:
	 	 /s/ Nazmin Adatia

	 Name:
	 	 Nazmin Adatia

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ H. Bayu Budiatmanto

	 Name:
	 	 H. Bayu Budiatmanto

	 Title:
	 	 Vice President

	
	 BMO Capital Markets Financing Inc.

		
	 By:
	 	 /s/ Michael D. Pincus

	 Name:
	 	 Michael D. Pincus

	 Title:
	 	 Managing Director

	
	 LaSalle Bank National Association

		
	 By:
	 	 /s/ Brian H. Gallagher

	 Name:
	 	 Brian H. Gallagher

	 Title:
	 	 Vice President

	
	 Nordea Bank Finland, PLC.

		
	 By:
	 	 /s/ Henrik M. Steffensen

	 Name:
	 	 Henrik M. Steffensen

	 Title:
	 	 Senior Vice President

		
	 By:
	 	 /s/ Gerald E. Chelius

	 Name:
	 	 Gerald E. Chelius

	 Title:
	 	 SVP Credit

	
	 PNC Bank, N.A.

		
	 By:
	 	 /s/ Patrick Flaherty

	 Name:
	 	 Patrick Flaherty

	 Title:
	 	 Credit Officer











 INVACARE CORPORATION 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  


			
	 SunTrust Bank

		
	 By:
	 	 /s/ William D. Priester

	 Name:
	 	 William D. Priester

	 Title:
	 	 Managing Director

	
	 AMMC CLO III, LIMITED

	 By: American Money Management Corp.,

	 As Collateral Manager

		
	 By:
	 	 /s/ David P. Meyer

	 Name:
	 	 David P. Meyer

	 Title:
	 	 Senior Vice President

	
	 AMMC CLO IV, LIMITED

	 By: American Money Management Corp.,

	 As Collateral Manager

		
	 By:
	 	 /s/ David P. Meyer

	 Name:
	 	 David P. Meyer

	 Title:
	 	 Senior Vice President

	
	 Atlas Loan Funding (Hartford), LLC

	 By Atlas Capital Funding, Ltd.

	 By: Structured Asset Investors, LLC

	 Its Investment Manager

		
	 By:
	 	 /s/ Diana M. Himes

	 Name:
	 	 Diana M. Himes

	 Title:
	 	 Vice President

	
	 Beecher CBNA Loan Funding LLC

		
	 By:
	 	 /s/ Jeff Parkinson

	 Name:
	 	 Jeff Parkinson

	 Title:
	 	 Attorney-in-fact