Fourth Amendment to Credit Agreement, dated as of January 22, 2010



 Exhibit 10(am) 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
 THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 22, 2010 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 and PNC BANK, NATIONAL ASSOCIATION (formerly National City Bank), as Multicurrency Administrative 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 agree to 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 Consolidated Fixed Charge Coverage Ratio The definition of Consolidated Fixed Charge Coverage Ratio set forth in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 “Consolidated Fixed Charge Coverage
Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA, plus (ii) rent and lease expense under leases of real, personal or mixed property, less (iii) the aggregate amount of
all Capital Expenditures to (b) the sum of (i) Consolidated Interest Charges (excluding all deferred financing costs written off, premiums paid, gains/losses incurred, charges and fees paid, in each case, by the Loan Parties in connection
with the redemption, repurchase or retirement of the Senior Notes and/or the Convertible Notes), (ii) the aggregate principal amount of all regularly scheduled principal 
  

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 payments or redemptions or similar acquisitions for value of outstanding debt for
borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii) rent and lease expense under leases of real, personal
or mixed property, (iv) the aggregate amount of all Restricted Payments and (v) the aggregate amount of federal, state, local and foreign income taxes paid in cash, in each case of or by the Company and its Subsidiaries for the most
recently completed four fiscal quarters of the Company. 
 1.2 Consolidated Interest Coverage
Ratio. The definition of Consolidated Interest Coverage Ratio set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of
(a) Consolidated EBITDA to (b) Consolidated Interest Charges (excluding all deferred financing costs written off, premiums paid, gains/losses incurred, charges and fees paid, in each case, by the Loan Parties in connection with the
redemption, repurchase or retirement of the Senior Notes and/or the Convertible Notes). 
 1.3
Consolidated Net Income. Clause (9) of the definition of Consolidated Net Income set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (9) all deferred financing costs written off, 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 Senior Notes and/or the Convertible Notes, and 
 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. 
 (b) Fees and Expenses. The Administrative Agent shall have received from the Loan Parties such fees and expenses that are payable in connection with the consummation of the transactions
contemplated hereby and Moore & Van Allen PLLC shall have received from the Loan Parties payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment. 
  

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 (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. 
 (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. 
  

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 (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. 
 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 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. 
  

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 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 
 FOURTH 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
			
		 		 	CARROLL HEALTHCARE INC.,
		 		 	an Ontario corporation
			
		 		 	INVACARE AUSTRALIA PTY LTD,
		 		 	an Australian corporation
			
		 		 	INVACARE HOLDINGS C.V.,
		 		 	a Dutch limited partnership
			
		 		 	INVACARE INTERNATIONAL SARL,
		 		 	a Swiss corporation
			
		 		 	INVACARE LIMITED,
		 		 	a private limited company organized under the laws of England and Wales
			
		 		 	SCANDINAVIAN MOBILITY INTERNATIONAL APS,
		 		 	a Danish private limited company
				
		 		 	By:	 	 /s/ Robert K. Gudbranson

		 		 	Name:	 	Robert K. Gudbranson
		 		 	Title:	 	Senior Vice President, Chief Financial Officer & Treasurer









 INVACARE CORPORATION 
 FOURTH 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

	
	 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

	
	 FREEDOM DESIGNS, INC.,

	 a California corporation

	
	 GARDEN CITY MEDICAL INC.,

	 a Delaware corporation

	
	 MEDBLOC, INC.,

	 a Delaware corporation

	
	 INVACARE FLORIDA HOLDINGS, LLC,

	 a Delaware limited liability company

		
	 By:
	 	 /s/ Robert K. Gudbranson

	 Name:
	 	 Robert K. Gudbranson

	 Title:
	 	Senior Vice President, Chief Financial Officer & Treasurer










 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


					
	 CANADIAN GUARANTORS:
	 	 1207273 ALBERTA ULC,

		 	 an Alberta corporation

		
		 	 2083806 ONTARIO INC.,

		 	 an Ontario corporation

		
		 	 6123449 CANADA INC.,

		 	 a Canada corporation

		
		 	 INVACARE CANADA L.P.,

		 	 an Ontario limited partnership

		
		 	 INVACARE CANADA GENERAL PARTNER INC.,
 a Canada corporation

		
		 	 MOTION CONCEPTS L.P.,

		 	 an Ontario limited partnership

		
		 	 PERPETUAL MOTION ENTERPRISES LIMITED,
 an Ontario corporation

			
		 	 By:
	 	 /s/ Robert K. Gudbranson

		 	 Name:
	 	 Robert K. Gudbranson

		 	 Title:
	 	 Senior Vice President, Chief Financial Officer & Treasurer


  









 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


					
	 AUSTRALIAN GUARANTORS:
	 	 AUSTRALIAN HEALTHCARE EQUIPMENT PTY LTD,

		 	 an Australian corporation

		
		 	 HOME HEALTH EQUIPMENT PTY LTD,

		 	 an Australian corporation

		
		 	 MORRIS SURGICAL PTY LTD,

		 	 an Australian corporation

			
		 	 By:
	 	 /s/ Robert K. Gudbranson

		 	 Name:
	 	 Robert K. Gudbranson

		 	 Title:
	 	 Senior Vice President, Chief Financial Officer & Treasurer










 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  

  

					
	 FOREIGN GUARANTORS:
	 	 INVACARE A/S,

		 	 a Danish limited liability company

		
		 	 INVACARE B.V.,

		 	 a Dutch private limited liability company

		
		 	 INVACARE EC-HØNG A/S,

		 	 a Danish limited company

		
		 	 INVACARE HOLDINGS TWO B.V.,

		 	 a Dutch private limited liability company

		
		 	 INVACARE UK OPERATIONS LTD.,

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

		
		 	 KÜSCHALL AG,

		 	 a Swiss corporation

			
		 	 By:
	 	 /s/ Robert K. Gudbranson

		 	 Name:
	 	 Robert K. Gudbranson

		 	 Title:
	 	 Senior Vice President, Chief Financial Officer
 & Treasurer










 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


							
	 LENDERS:
	 		 	 PNC BANK, NATIONAL ASSOCIATION
 (formerly, National City Bank), as

		 		 	 Multicurrency Administrative Agent and as a Lender

				
		 		 	 By:
	 	 /s/ Robert S. Coleman

		 		 	 Name:
	 	 Robert S. Coleman

		 		 	 Title:
	 	 Senior Vice President










 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  

  

			
	 PNC BANK CANADA BRANCH (formerly
 National City Bank, Canada Branch), as a Lender

		
	 By:
	 	 /s/ Caroline Stade

	 Name:
	 	 Caroline Stade

	 Title:
	 	 Senior Vice President











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  

  

			
	 BANK OF AMERICA, N.A.,
 as a Lender

		
	 By:
	 	 /s/ Yinghua Zhang

	 Name:
	 	 Yinghua Zhang

	 Title:
	 	 Vice President











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


			
	 KEYBANK NATIONAL ASSOCIATION,
 as a Lender

		
	 By:
	 	 /s/ Sukanya V. Raj

	 Name:
	 	 Sukanya V. Raj

	 Title:
	 	 Vice President & Portfolio Manager











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Cooperative Centrale Raiffeisen-
 Boerenleenbank, B.A.
 “Rabobank
Nederland”, New York Branch,
 as a Lender

		
	 By:
	 	 /s/ Robert M. Mandula

	 Name:
	 	 Robert M. Mandula

	 Title:
	 	 Managing Director

		
	 By:
	 	 /s/ Rebecca O. Morrow

	 Name:
	 	 Rebecca O. Morrow

	 Title:
	 	 Executive Director











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


			
	 Nordea Bank Finland Plc.,
 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











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


			
	 SUNTRUST BANK
 as a Lender

		
	 By:
	 	 /s/ Marshall Hood

	 Name:
	 	 Marshall Hood

	 Title:
	 	 Vice President











 INVACARE CORPORATION 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  


			
	 ABN AMRO BANK N.V.
 as a Lender

		
	 By:
	 	 /s/ David Wright

	 Name:
	 	 David Wright

	 Title:
	 	 Sr. Vice President

		
	 By:
	 	 /s/ Shehan J. De Silva

	 Name:
	 	 Shehan J. De Silva

	 Title:
	 	 Assistant Vice President