Second Amendment to Credit Agreement



 Exhibit 10(ai) 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), dated as of February 25, 2009 is by and among INVACARE CORPORATION, an Ohio corporation (the “Company”), certain Subsidiaries of the Company party hereto as foreign borrowers
(each a “Foreign Borrower” and together with the Company, the “Borrowers”), certain Subsidiaries of the Company party hereto as guarantors (collectively, the “Guarantors” and together with the
Borrowers, the “Loan Parties”), the Lenders party hereto, NATIONAL CITY BANK, as Multicurrency Administrative Agent, Multicurrency Collateral Agent, Swing Line Lender and an L/C Issuer, NATIONAL CITY BANK, Canada
Branch, as Canadian Administrative Agent and Canadian Collateral Agent, and BANC OF AMERICA SECURITIES ASIA LIMITED, as Australian Administrative Agent and Australian Collateral Agent. 
 W I T N E S S E T H 
 WHEREAS, the Loan Parties, the
Lenders, the Administrative Agents and the Collateral Agents are parties to that certain Credit Agreement dated as of February 12, 2007 (as previously amended or modified and as further amended, modified, extended, restated, replaced, or
supplemented from time to time, the “Credit Agreement”); 
 WHEREAS, the Loan Parties have requested
that the Required Lenders amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Required Lenders are
willing to make such amendments to the Credit Agreement, 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 
 AMENDMENTS TO CREDIT
AGREEMENT 
 1.1 Amendment to Section 7.02(g) – Intercompany Indebtedness. Section 7.02(g)
of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (g)(i) Indebtedness
owed by any Domestic Loan Party to the Company and its Subsidiaries, (ii) Indebtedness owed by Foreign Loan Parties to other Foreign Loan Parties and their Subsidiaries, (iii) intercompany Indebtedness among Foreign Subsidiaries incurred
for cash management pooling purposes in the ordinary course of business and consistent with past 

  

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practices, (iv) Indebtedness owed by Subsidiaries of the Company that are not Loan Parties to other Subsidiaries that are not Loan Parties,
(v) so long as no Default has occurred and is continuing at the time such Indebtedness is incurred or would result from such Indebtedness, Indebtedness owed by wholly-owned Subsidiaries (other than the Insurance Subsidiary and the Receivables
Subsidiary) to Loan Parties in an aggregate amount not to exceed, when combined with Investments made pursuant to Section 7.03(c)(vi), $20,000,000 and (vi) Indebtedness owed by the Company to any of its Subsidiaries so long as the
proceeds of such Indebtedness are applied by the Company to repay Loans pursuant to Section 2.05(a) of the Credit Agreement; provided that any intercompany Indebtedness permitted pursuant to this clause (g) shall be unsecured; 

 1.2 Amendment to Section 7.03(c) – Intercompany Investments. Section 7.03(c) of the Credit
Agreement is hereby amended by adding the following subsection (vii) thereto and making the appropriate punctuation and grammatical changes thereto: 
 (vii) Investments by any Subsidiary of the Company in the Company so long as the proceeds of such Investment are applied by the Company to repay Loans pursuant to Section 2.05(a) of the
Credit Agreement; 
 1.3 Amendment to Section 7.06(a) – Restricted Payments. Section 7.06(a)
of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (a)(i) each
Subsidiary may make Restricted Payments to the Company and, in order to do so, may make Restricted Payments to any other Subsidiary of the Company so long as such Restricted Payments being made are ultimately made to the Company; provided
that the proceeds of such Restricted Payments are applied by the Company to repay Loans pursuant to Section 2.05(a) of the Credit Agreement; (ii) each Domestic Guarantor may make Restricted Payments to other Domestic Guarantors;
(iii) each Foreign Guarantor may make Restricted Payments to Foreign Borrowers or other Foreign Guarantors; and (iv) each Subsidiary that is not a Loan Party may make Restricted Payments to other Subsidiaries, in each case ratably
according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 
 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
 2.1 Closing Conditions. This Amendment shall become effective upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Multicurrency
Administrative Agent) (the “Amendment Effective Date”): 
 (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 Borrowers shall have paid in full all reasonable
out-of-pocket fees and expenses of the Administrative Agents 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 Administrative Agents and their counsel. 
 ARTICLE III 
 MISCELLANEOUS 
 3.1
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. 
 3.2 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. 
  

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 (f) The Collateral Documents continue to create a valid security interest
in, and Lien upon, the Collateral, in favor of the applicable Collateral Agent, for the benefit of the applicable Secured Parties, which security interests and Liens are perfected in accordance with the terms of the Collateral 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. 
 (h) The Organizational Documents of each of the Loan Parties have not been rescinded, amended or otherwise modified since the Closing Date. 
 3.3 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. 
 3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. 
 3.5 Expenses. The Borrowers agree to pay all reasonable costs and expenses of the Administrative Agents and Collateral Agents in connection with the preparation, execution and
delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agents’ and Collateral Agents’ legal counsel. 
 3.6 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. 
 3.7 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. 
 3.8 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. 
 3.9 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, Collateral Agent, L/C Issuer or Lender, or any such Person’s respective


  

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officers, employees, representatives, agents, counsel or directors arising from any action by any such Person, or failure of any such Person to act under
this Credit Agreement on or prior to the date hereof. 
 3.10 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. 
 3.11 Successors and
Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 3.12 General Release. In consideration of the Required Lenders entering into this Amendment, each Loan Party hereby releases each Administrative Agent, each Collateral Agent, each L/C Issuer, the
Lenders, and each such Person’s 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. 
 3.13 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. 
 [Remainder of Page Intentionally Left Blank.
Signature Pages Follow] 
  

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 INVACARE CORPORATION 
 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/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President and CFO

			
		 		 	 CARROLL HEALTHCARE INC.,

		 		 	 an Ontario corporation

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 Vice President

			
		 		 	 INVACARE AUSTRALIA PTY LTD,

		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor O. Grant

		 		 	 Name:
	 	 McGregor O. Grant

		 		 	 Title:
	 	 Attorney

			
		 		 	 INVACARE HOLDINGS C.V.,

		 		 	 a Dutch limited partnership

				
		 		 	 By:
	 	 /s/ Anthony C. LaPlaca

		 		 	 Name:
	 	 Anthony C. LaPlaca

		 		 	 Title:
	 	 Secretary of Invacare Holdings, LLC,

		 		 	 General Partner of Invacare Holdings C.V.

			
		 		 	 INVACARE INTERNATIONAL SARL,

		 		 	 a Swiss corporation

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director Europe









 INVACARE CORPORATION 
 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:
	 	 Managing Director









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
		 		 	 SCANDINAVIAN MOBILITY
 INTERNATIONAL APS,

		 		 	 a Danish private limited company

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director Europe









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
	 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/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President

			
		 		 	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/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President


  







 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
		 		 	FREEDOM DESIGNS, INC.,
		 		 	 a California corporation

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President

			
		 		 	 GARDEN CITY MEDICAL INC.,
 a Delaware corporation

			
		 		 	 MEDBLOC, INC.,
 a Delaware corporation

				
		 		 	 By:
	 	 /s/ Anthony C. LaPlaca

		 		 	 Name:
	 	 Anthony C. LaPlaca

		 		 	 Title:
	 	 Secretary

			
		 		 	 INVACARE FLORIDA HOLDINGS, LLC,
 a
Delaware limited liability company

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
	CANADIAN GUARANTORS:	 		 	1207273 ALBERTA ULC,
		 		 	 an Alberta corporation

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 President

			
		 		 	2083806 ONTARIO INC.,
		 		 	 an Ontario corporation

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 Vice President

			
		 		 	6123449 CANADA INC.,
		 		 	 a Canada corporation

				
		 		 	 By:
	 	 /s/ Anthony C. LaPlaca

		 		 	 Name:
	 	 Anthony C. LaPlaca

		 		 	 Title:
	 	 Secretary

			
		 		 	INVACARE CANADA L.P.,
		 		 	 an Ontario limited partnership

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 Vice President

			
		 		 	INVACARE CANADA GENERAL PARTNER INC.,
		 		 	 a Canada corporation

				
		 		 	 By:
	 	 /s/ Gerald B. Blouch

		 		 	 Name:
	 	 Gerald B. Blouch

		 		 	 Title:
	 	 Vice President









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
		 		 	MOTION CONCEPTS L.P.,
		 		 	 an Ontario limited partnership

				
		 		 	 By:
	 	 /s/ Anthony C. LaPlaca

		 		 	 Name:
	 	 Anthony C. LaPlaca

		 		 	 Title:
	 	 Secretary

			
		 		 	PERPETUAL MOTION ENTERPRISES LIMITED,
		 		 	 an Ontario corporation

				
		 		 	 By:
	 	 /s/ Anthony C. LaPlaca

		 		 	 Name:
	 	 Anthony C. LaPlaca

		 		 	 Title:
	 	 Secretary









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
 AUSTRALIAN GUARANTORS: 
  

							
		 		 	AUSTRALIAN HEALTHCARE EQUIPMENT PTY LTD,
		 		 	 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor O. Grant

		 		 	 Name:
	 	 McGregor O. Grant

		 		 	 Title:
	 	 Attorney

			
		 		 	 HOME HEALTH EQUIPMENT PTY LTD,
 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor O. Grant

		 		 	 Name:
	 	 McGregor O. Grant

		 		 	 Title:
	 	 Attorney

			
		 		 	 MORRIS SURGICAL PTY LTD,
 an Australian corporation

				
		 		 	 By:
	 	 /s/ McGregor O. Grant

		 		 	 Name:
	 	 McGregor O. Grant

		 		 	 Title:
	 	 Attorney









 INVACARE CORPORATION 
 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/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director Europe

			
		 		 	 INVACARE UK OPERATIONS LTD.,
 a
private limited company organized under the laws of England and Wales

				
		 		 	 By:
	 	 /s/ Mark Prosser

		 		 	 Name:
	 	 Mark Prosser

		 		 	 Title:
	 	 Managing Director









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
		 		 	 KÜSCHALL AG,

		 		 	 a Swiss corporation

				
		 		 	 By:
	 	 /s/ Theo Vassiloudis

		 		 	 Name:
	 	 Theo Vassiloudis

		 		 	 Title:
	 	 Finance Director Europe









 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  

							
	 LENDERS:
	 		 	 NATIONAL CITY BANK, as

		 		 	 Multicurrency Administrative Agent

				
		 		 	 By:
	 	 /s/ Robert S. Coleman

		 		 	 Name:
	 	 Robert S. Coleman

		 		 	 Title:
	 	 Senior Vice President


  








 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 NATIONAL CITY BANK, as Lender,
 Multicurrency Collateral Agent, Swing Line Lender and L/C Issuer

		
	 By:
	 	 /s/ Robert S. Coleman

	 Name:
	 	 Robert S. Coleman

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 NATIONAL CITY BANK, Canada Branch,

	 as Canadian Administrative Agent and Canadian Collateral Agent

		
	 By:
	 	 /s/ C. Steole

	 Name:
	 	 C. Steole

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


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

		
	 By:
	 	 /s/ Susana Yen

	 Name:
	 	 Susana Yen

	 Title:
	 	 Vice President











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Jill J. Hogan

	 Name:
	 	 Jill J. Hogan

	 Title:
	 	 Vice President











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 KEYBANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Sukanya V. Raj

	 Name:
	 	 Sukanya V. Raj

	 Title:
	 	 Vice President & Portfolio Manager











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Ameriprise Certificate Company,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Assistant Vice President

	
	 BMO Capital Markets Financing Inc,

	 as a Lender

		
	 By:
	 	 /s/ Michael D. Pincus

	 Name:
	 	 Michael D. Pincus

	 Title:
	 	 Managing Director

	
	 Cent CDO 10, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Cent CDO 12, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Cent CDO 14, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Cent CDO XI, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Centurion CDO 9, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager, 

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Centurion CDO VI, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Centurion CDO VII, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations

	
	 Centurion CDO 8, Ltd.

	 By RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 ColumbusNova CLO Ltd. 2007-I,

	 as a Lender

		
	 By:
	 	 /s/ Paul L. Cal

	 Name:
	 	 Paul L. Cal

	 Title:
	 	 Associate Director

	
	 ColumbusNova CLO IV Ltd. 2007-II,

	 as a Lender

		
	 By:
	 	 /s/ Paul L. Cal

	 Name:
	 	 Paul L. Cal

	 Title:
	 	 Associate Director

	
	 Eagle Loan Trust

	 By Stanfield Capital Partners, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Eaton Vance CDO IX Ltd.

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance CDO VII PLC

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance CDO VIII PLC

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance CDO X PLC

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Floating Rate Income Trust

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Institutional Senior Loan Fund

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Limited Duration Income Fund

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Senior Floating-Rate Trust

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Senior Income Trust

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance Short Duration Diversified Income Fund

	 By Eaton Vance Management

	 As Investment Advisor,


	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Eaton Vance VT Floating-Rate Income Fund

	 By Eaton Vance Management

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Grand Hord CLO Ltd

	 By: Seix Investment Advisors LLC

	 As Collateral Manager

	
	 Mountain View CLO III Ltd.

	 By: Seix Investment Advisors LLC

	 As Collateral Manager

	
	Ridgeworth Funds-Seix Floating Rate High Income Fund
	 By: Seix Investment Advisors LLC











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 As Subadvisor
  
 as Lenders

		
	 By:
	 	 /s/ George Goudelias

	 Name:
	 	 George Goudelias

	 Title:
	 	 Managing Director

	
	 Harch CLO III Limited,
 as a Lender


		
	 By:
	 	 /s/ Michael E. Lewitt

	 Name:
	 	 Michael E. Lewitt

	 Title:
	 	 Authorized Signatory

	
	 LaSalle Bank National Association,

	 as a Lender

		
	 By:
	 	 /s/ Jill J. Hogan

	 Name:
	 	 Jill J. Hogan

	 Title:
	 	 Vice President

	
	 Navigare Funding I CLO Ltd

	 By Navigare Partners LLC

	 Its Collateral manager,

	 as a Lender

		
	 By:
	 	 /s/ Joel G. Serebransky

	 Name:
	 	 Joel G. Serebransky

	 Title:
	 	 Managing Director

	
	 Navigare Funding II CLO Ltd

	 By Navigare Partners LLC

	 Its Collateral manager,

	 as a Lender

		
	 By:
	 	 /s/ Joel G. Serebransky

	 Name:
	 	 Joel G. Serebransky

	 Title:
	 	 Managing Director











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Navigare Funding III CLO Ltd

	 By Navigare Partners LLC

	 Its Collateral manager,

	 as a Lender

		
	 By:
	 	 /s/ Joel G. Serebransky

	 Name:
	 	 Joel G. Serebransky

	 Title:
	 	 Managing Director

	
	 PNC Bank, National Association,

	 as a Lender

		
	 By:
	 	 /s/ Joseph G. Moran

	 Name:
	 	 Joseph G. Moran

	 Title:
	 	 Senior Vice President

	
	 RiverSource Bond Series, Inc.

	 RiverSource Floating Rate Fund,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Assistant Vice President

	
	 Senior Debt Portfolio

	 By: Boston Management and Research

	 As Investment Advisor,

	 as a Lender

		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President

	
	 Sequils-Centurion V, Ltd.

	 By: RiverSource Investments,

	 LLC as Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	 Robin C. Stancil

	 Title:
	 	 Director of Operations











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Stanfield Arnage CLO Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Stanfield AZURE CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Stanfield Bristol CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Stanfield Carrera CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Stanfield McLaren CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Stanfield Modena CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Stanfield Vantage CLO, Ltd.

	 By: Stanfield Capital Parnters, LLC

	 As its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 SunTrust Bank,
 as a Lender


		
	 By:
	 	 /s/ Thomas P. Hackett

	 Name:
	 	 Thomas P. Hackett

	 Title:
	 	 Managing Partner

	
	 Tralee CDO I, Ltd.,

	 as a Lender

		
	 By:
	 	 /s/ Edward Labrenz

	 Name:
	 	 Edward Labrenz

	 Title:
	 	 Authorized Signatory

	
	 UBS AG, Stamford Branch.,

	 as a Lender

		
	 By:
	 	 /s/ Janice L. Randolph

	 Name:
	 	 Janice L. Randolph

	 Title:
	 	 Director Banking Products Services, US

	
	 XL Re Europe Limited

	 By: Stanfield Capital Partners, LLC

	 Signed as: its Collateral Manager,

	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen











 INVACARE CORPORATION 
 AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Nordea Bank Finland PLC

	Acting through its New York and Cayman Islands Branches,
	 as a Lender

		
	 By:
	 	 /s/ Henrik M. Steffensen

	 Name:
	 	 Henrik M. Steffensen

	 Title:
	 	 Senior Vice President

		
	 By:
	 	 /s/ Gerald E. Chelius, Jr.

	 Name:
	 	 Gerald E. Chelius, Jr.

	 Title:
	 	 SVP Credit