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Exhibit 10(ao) Page 1 of 8
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of July 31, 1996 (this
"Amendment"), is among INVACARE CORPORATION, an Ohio corporation (the
"Company"), each of the Subsidiaries of the Company designated under the Loan
Agreement (as described below) as a Borrowing Subsidiary (the "Borrowing
Subsidiaries" and together with the Company, the "Borrowers" and each a
"Borrower"), the banks set forth on the signature pages hereof (collectively,
the "Banks") and NBD BANK, a Michigan banking corporation, as agent for the
Banks (in such capacity, the "Agent").
RECITALS
A. The Borrowers, the Agent and the Banks are parties to a Loan Agreement,
dated as of December 20, 1994, (as now and hereafter amended, the "Loan
Agreement"), pursuant to which the Banks agreed, subject to the terms and
conditions thereof, to extend credit to the Borrowers.
B. The Borrowers desire to amend the Loan Agreement and the Agent and the
Banks are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Loan Agreement shall be amended as follows:
1.1 Section 1.1 shall be amended as follows:
(a) The definition of "Applicable Margin" shall be deleted and the
following shall be inserted in place thereof:
"Applicable Margin" shall mean with respect to any Floating Rate Loan,
Interbank Offered Rate Loan, S/L/C fee and facility fee, as the case may be, the
applicable percentage set forth in the applicable table below as adjusted on the
date on which the financial statements and compliance certificate required
pursuant to Section 5.1(d) are delivered to the Banks and shall remain in effect
until the next change to be effected pursuant to this definition, provided,
that, if any financial statements referred to above are not delivered within the
time period specified above, then, until the financial statements are delivered,
the Interest Coverage Ratio as of the end of the fiscal quarter that would have
been covered thereby shall for the purposes of this definition be deemed to be
less than 3.0 to 1.0:
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Applicable Margin
Interest Floating Interbank
Coverage Rate Offered
Ratio Loan Rate Loan S/L/C Fee Facility Fee
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Greater than
10.0:1.0 0.00% 0.14% 0.14% 0.06%
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Less than or
equal to
10.0:1.0 but
greater than or
equal to 5.0:1.0 0.00% 0.18% 0.18% 0.095%
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Less than
5.0:1.0 but
greater than or
equal to 3.0:1.0 0.00% 0.225% 0.225% 0.125%
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Less than
3.0:1.0 0.00% 0.32% 0.32% 0.18%
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(b) The definition of "Bankers Acceptances" shall be deleted in its
entirety.
(c) The definition of "Canadian Domestic Rate" shall be deleted and the
following shall be inserted in place thereof:
"Canadian Domestic Rate" shall mean, with respect to any Interbank
Interest Period, the per annum interest rate which is equal to the
Agent's cost of funding an Advance in like amount and term as
determined by the Agent at 10:00 a.m. on the date of such Advance (with
calculation of such cost of funds to be provided by the Agent in
reasonable detail upon request by the Company to the Agent).
(d) The definition of "Commitment" shall be amended by deleting the last
sentence in its entirety.
(e) The definition of "Termination Date" shall be amended by deleting the
reference therein to "December 20, 2000"and inserting "July 30, 2001" in place
thereof.
1.2 Section 2.1(c) shall be amended by deleting the reference in clause
(i)(A) to "$15,000,000" and inserting "$20,000,000" in place thereof.
1.3 Section 2.1(d) shall be deleted in its entirety and the following shall
be inserted in place thereof:
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(d) Limitation on Amount of Advances. Notwithstanding anything in this
Agreement to the contrary, the aggregate principal amount of the Revolving
Credit Advances made by any Bank at any time outstanding shall not exceed the
amount of its respective Commitment as of the date any such Advance is made,
provided, however, that the aggregate principal amount of Letter of Credit
Advances outstanding at any time shall not exceed $10,000,000.
1.4 Section 2.1(e) shall be amended by deleting each reference to
"September 30" and inserting "May 31" in place thereof and by deleting the
reference to "October 30" and inserting "June 30" in place thereof.
1.5 Section 2.5(a) shall be deleted and the following shall be inserted in
place thereof:
2.5 Fees. (a) The Company agrees to pay to the Banks a
facility fee on the daily average amount of the Commitments, for the
period from the Effective Date to but excluding the Termination Date,
at a rate equal to the Applicable Margin for the facility fee. Accrued
facility fees shall be payable quarterly in arrears in Dollars within
five (5) days of receipt of an invoice containing a computation of
facility fees due, which invoice shall be prepared by the Agent as of
the last Business Day of each March, June, September and December,
commencing on the first such Business Day occurring after the date of
this Agreement, and on the Termination Date.
1.6 Section 2.5(c) shall be deleted in its entirety.
1.7 Section 5.2(b) shall be deleted and the following shall be inserted in
place thereof:
(b) Net Worth. Permit or suffer the Consolidated Net Worth of the
Company and its Subsidiaries at any time to be less than
$150,000,000 plus 50% of Cumulative Consolidated Net Income of the
Company and its Subsidiaries for each fiscal year of the Company
commencing with the fiscal year ending December 31, 1996.
1.8 The "Commitment Amount" and the "Initial Percentage of Total
Commitments" set forth on the signature pages to the Loan Agreement next to the
name of each Bank shall be deleted and the respective "Commitment Amount" and
"Initial Percentage of Total Commitments" set forth below shall be inserted in
place thereof: Initial Percentage Bank Commitment Amount of Total Commitments
NBD Bank $57,500,000 28.75%
National City Bank 50,000,000 25.00%
KeyBank National Association
(formerly known as
Society National Bank) 50,000,000 25.00%
Societe Generale 25,000,000 12.50%
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Sun Trust Bank, Central
Florida, N.A. (formerly
known as SunBank, National
Association) 17,500,000 8.75%
1.9 Any and all references in the Loan Agreement to "Tranche A Commitment"
and "Tranche B Commitment" shall be deleted.
1.10 Schedules 1.1(a) and 4.4 shall be substituted in place of Schedules
1.1(a) and 4.4, respectively, attached to the Loan Agreement.
ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the
Agent and the Banks that:
2.1 The execution, delivery and performance of this Amendment is within its
powers, has been duly authorized and is not in contravention with any law, of
the terms of its Articles of Incorporation or By-laws, or any undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article IV of the Loan Agreement 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.
2.4 No Event of Default or any event or condition which might become an
Event of Default with notice or lapse of time, or both, exists or has occurred
and is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until each of the following has been satisfied:
3.1 This Amendment shall be signed by the Borrowers, the Agent and the
Banks.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Loan Agreement or in any note, certificate,
instrument or other document to the "Loan Agreement" shall be deemed to be
references to the Loan Agreement as amended hereby and as further amended from
time to time.
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4.2 The Company agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.3 Each Borrower acknowledges and agrees that the Agent and the Banks have
fully performed all of their obligations under all documents executed in
connection with the Loan Agreement and all actions taken by the Agent and the
Banks are reasonable and appropriate under the circumstances and within their
rights under the Loan Agreement and all other documents executed in connection
therewith and otherwise available. Each Borrower represents and warrants that it
is not aware of any claims or causes of action against the Agent or any Bank,
any participant lender or any of their successors or assigns.
4.4 Except as expressly amended hereby, each Borrower agrees that the Loan
Agreement, the Notes, the Security Documents and all other documents and
agreements executed by the Company in connection with the Loan Agreement in
favor of the Agent or any Bank are ratified and confirmed and shall remain in
full force and effect and that it has no set off, counterclaim or defense with
respect to any of the foregoing. Terms used but not defined herein shall have
the respective meanings ascribed thereto in the Loan Agreement.
4.5 This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of July 31, 1996.
INVACARE CORPORATION
By: /S/ Thomas R. Miklich
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Its: Chief Financial Officer
INVACARE INTERNATIONAL CORPORATION
By: /S/ Thomas R. Miklich
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Its: Secretary
CARTERS (J & A) LIMITED
By: /S/ Thomas R. Miklich
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Its: Treasurer
INVACARE CANADA INC.
By: /S/ Thomas R. Miklich
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Its: Secretary/Treasurer
QUANTRIX CONSULTANTS LIMITED
By: /S/ Louis F.J. Slangen
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Its: Director
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DYNAMIC CONTROLS LIMITED
By: /S/ Louis F.J. Slangen
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Its: Director
REHADAP S.A.
By: /S/ Frederic M. Dyevre
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Its: Director
INVACARE (DEUTSCHLAND) GmbH
By: /S/ Thomas R. Miklich
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Its: POA for Wubbe Berkenbosch, General Manager
BENCRAFT LIMITED
By: /S/ Thomas R. Miklich
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Its: Treasurer
KUSCHALL DESIGN AG, formerly known as
Paratec AG
By: /S/ Gerald B. Blouch
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Its: Director
POIRIER GROUPE INVACARE
By: /S/ Frederic M. Dyevre
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Its: Director
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NBD BANK, as Agent and Individually as a Bank
By: /S/ Winifred S. Pinet
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Its: First Vice President
NATIONAL CITY BANK
By: /S/ Michael P. McCuen
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Its: Vice President
KEYBANK NATIONAL ASSOCIATION,
formerly known as Society National Bank
By: /S/ Thomas J. Purcell
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Its: Assistant Vice President
SOCIETE GENERALE
By: /S/ Joseph A. Philbin
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Its: Vice President
SUN TRUST BANK, CENTRAL FLORIDA, N.A.,
formerly known as SunBank,
National Association
By: /S/ H.A. Pulker
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Its: Vice President