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