Disapplication or Amendment of the Swiss Bank Rules.
111
11.8.8
Netherlands Bank Rules.
111
11.9
Confidentiality.
112
11.9.1
General.
112
11.9.2
Sharing Information With Affiliates of the Lenders.
112
11.10
Counterparts; Integration; Effectiveness.
112
11.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.
112
11.11.1
Governing Law.
113
11.11.2
SUBMISSION TO JURISDICTION.
113
11.11.3
WAIVER OF VENUE.
113
11.11.4
SERVICE OF PROCESS.
114
11.11.5
WAIVER OF JURY TRIAL.
114
11.12
USA Patriot Act Notice.
114
11.13
Borrower Agent.
114
11.14
Foreign Borrowers and Foreign Guarantors.
114
11.14.1
Generally.
114
11.14.2
Liability of Foreign Borrowers.
115
11.14.3
Company as Agent.
115
11.14.4
Liability of Luxembourg Guarantors.
115
11.15
Joinder of Guarantors and Borrowers; Release of Foreign Borrowers and Foreign
Guarantors.
115
11.15.1
Joinder of Guarantors and Borrowers.
115
11.15.2
Release of Foreign Borrowers and Foreign Guarantors.
116
11.16
Amendment and Restatement.
116
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 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 AND JOINT VENTURES
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(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(P)
-
PROPOSED EUROPEAN CAPITAL STRUCTURE
EXHIBIT 2.3
-
LOAN REQUEST
EXHIBIT 2.3.2
-
SWING LOAN REQUEST
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of January 31, 2014 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.
WHEREAS, the Borrowers, the Guarantors, the Lenders, the Issuing Lender, the
Swing Loan Lenders, and the Administrative Agent previously entered into the
Credit Agreement dated as of October 28, 2010 (as previously amended or
otherwise modified, the "Prior Credit Agreement"); and
WHEREAS, the Borrowers have requested that (i) the revolving credit commitment
under the Prior Credit Agreement be reduced to $100,000,000, (ii) certain other
amendments be made and (iii) for the sake of clarity and convenience, the Prior
Credit Agreement be restated in its entirety as so amended, and the
Administrative Agent, the Lenders, the Issuing Lender and the Swing Loan Lenders
have agreed