Exhibit 10(s)
September 22, 2003
The Borrowers party to the
Credit Agreement described below
One Invacare Way
Elyria, Ohio 44035
Attention: Chief Financial Officer
Re: Five Year Credit Agreement dated as of October 17, 2001, as
amended (the "Credit Agreement"), among Invacare Corporation (the
"Company"), each of the Borrowing Subsidiaries party thereto
(collectively with the Company, the "Borrowers"), the banks set forth
on the signature pages hereof (together with their successors and
assigns, collectively, the "Banks" and each individually a "Bank") and
Bank One, NA, a national banking association and successor by merger
with Bank One, Michigan, as agent for the Bank (in such capacity, the
"Agent").
Ladies/ Gentlemen:
The Borrowers have requested that the Banks modify the Credit Agreement.
Pursuant to such request, the Borrowers, the Banks and the Agent agree that the
Credit Agreement shall be modified as follows:
(a) Section 3.1 of the Credit Agreement shall be amended to add a new
Section 3.1(h) at the end thereof to read as follows:
(h) Notwithstanding anything in this Agreement or any Loan
Document to the contrary, none of the Borrowing Subsidiaries shall be
liable for any of the Bank Obligations of any other Borrower. A
Borrowing Subsidiary shall be liable only for Advances and related
interest and fees requested by such Borrowing Subsidiary and directly
advanced to, or issued for the direct benefit of, such Borrowing
Subsidiary.
(b) Section 5.2(b) of the Credit Agreement shall be amended and restated in
its entirety to read as follows:
(b) Net Worth. Permit or suffer Consolidated Net Worth of the
Company and its Subsidiaries at any time to be less than the sum of
(i) $410,000,000, plus (ii) 50% of Cumulative Consolidated Net Income
of the Company and its Subsidiaries, if any, for the six-month period
ending December 31, 2003 and for each fiscal year of the Company
ending December 31, 2004 and thereafter, plus (iii) 75% of the net
cash proceeds received by the Company from the issuance or other sale
of its or its Subsidiaries capital stock. For the purpose of
calculating "Net Worth" under this Section 5.2(b), an amount shall be
added back to Net Worth equal to the aggregate amount of capital stock
repurchases by the Company, not to exceed $100,000,000.
Except as expressly set forth above, neither the Credit Agreement nor any
other Loan Document is amended or modified nor are any of the terms or
provisions thereof waived. The Borrowers represent and warrant to the Agent and
the Banks that: (a) the representations and warranties contained in Article IV
of the Credit Agreement and in the other Loan Documents are true on and as of
the date hereof with the same force and effect as if made on and as of the date
hereof, and (b) no Event of Default or Default exists or has occurred and is
continuing on the date hereof. The Borrowers agree that the Credit Agreement and
all other Loan Documents are ratified and confirmed and shall remain in full
force and effect and that they have no set off, counterclaim, defense or other
claim or dispute with respect to any of the foregoing.
All capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Credit Agreement. The terms and provisions of this
letter shall be effective when it is signed by the Required Banks, the Agent and
the Borrowers. This letter may be executed in any number of counterparts, and
telecopied signature pages shall be enforceable as originals.
Very truly yours,
BANK ONE, NA, as a Lender and as Agent
By /s/ Andrew Strait
_____________________________
Title Director
KEYBANK NATIONAL ASSOCIATION, as a Bank and Syndication Agent
By: /s/ J.T. Taylor
_________________________________
Its: Vice President
NATIONAL CITY BANK, as a Bank and Documentation Agent
By: /s/ Robert Coleman
_________________________________
Its: Sr. Vice President
BANK OF AMERICA, N.A., as a Bank and Documentation Agent
By: /s/ Kevin Bertelsen
Its: Vice President
JP MORGAN CHASE BANK, as a Bank and Co-Agent
By: /s/ Henry Centa
_________________________________
Its: Vice President
THE BANK OF NEW YORK
By: /s/ Patrick Vatel
_________________________________
Its: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Charles Heidsieck
_________________________________
Its: Senior Vice President
FIFTH THIRD BANK
By: /s/ James Byrnes
_________________________________
Its: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ Michael Pincus
_________________________________
Its: Managing Director
NORDEA BANK FINLAND PLC, formerly known as Merita Bank Plc
By: /s/ Thomas Hickey
_________________________________
Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Joseph Moran
_________________________________
Its: Managing Director
SUNTRUST BANK
By: /s/ William D. Priester
_________________________________
Its: Director
The above is acknowledged, accepted and agreed to by the undersigned:
INVACARE CORPORATION
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer
INVACARE (DEUTSCHLAND) GmbH
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer
INVACARE AUSTRALIA PTY. LTD.
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer
INVACARE CANADA INC.
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer
INVACARE S.A.
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer
INVACARE BV
By: /s/ Gregory C. Thompson
_________________________________
Its: Senior Vice President
and Chief Financial Officer