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FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of June 27,
1997 (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 Borrower, the Agent and the Banks are parties to a Loan
Agreement, dated as of February 27, 1997, as amended by a letter dated April 4,
1997 (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 Borrower.
B. The Borrower desires 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. The reference in the first paragraph of the "Introduction" to
"$200,000,000" shall be deleted and "$225,000,000" shall be inserted in place
thereof.
1.2 The definition of "Guarantor" in Section 1.1 shall be amended by adding
the following language at the end thereof: "and, provided, further, that
Invatection Insurance Company, Inc. shall not be required to be a Guarantor or
execute a Guaranty".
1.3 Section 5.1(d) shall be amended by redesignating clause (viii) as
clause (ix) and adding a new clause (viii) to read as follows:
(viii) As soon as available and within 90
days after the end of the fiscal year of Invatection
Insurance Company, Inc., a copy of the balance sheet of
Invatection Insurance Company, Inc. as of the end of such
fiscal year and the related statements of income and cash
flow of Invatection Insurance Company, Inc. for such fiscal
year, all in reasonable detail and duly certified (subject to
normal year-end adjustments) by the chief financial officer
of the Company;
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1.4 The "Commitment Amount" set forth in the signature block of
each Bank shall be amended by deleting the "Commitment Amount" set forth next to
the name of each Bank and inserting in place thereof the amount set forth below
next to the name of such Bank:
Commitment Amount
The First National Bank of Chicago $33,750,000
KeyBank National Association $33,750,000
Sun Trust Bank, Central Florida $22,500,000
National City Bank $19,687,500
Societe Generale, Chicago Branch $19,687,500
Wachovia Bank of Georgia, NA $19,125,000
PNC Bank, NA $19,125,000
Commerzbank, Aktiengesellschaftt,
Chicago Branch $19,125,000
The Sanwa Bank, Limited, Chicago Branch $19,125,000
The Bank of New York $19,125,000
ARTICLE II. REPRESENTATIONS. The Borrower represents and warrants to the
Agent and the Banks that:
2.1 The execution, delivery and performance of this Amendment
and the New Notes are within its powers, have been duly authorized and are 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, and the New Notes when delivered
hereunder will be, the legal, valid and binding obligations of the Borrower
enforceable against it in accordance with the respective 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 Borrower, the Agent
and the Banks.
3.2 The Borrower shall have executed and delivered to each
Bank a new Revolving Credit Note (the "New Notes") reflecting each Bank's
increased Commitment pursuant to Section 1.2 of this Amendment.
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ARTICLE IV. MISCELLANEOUS.
4.1 Invatection Insurance Company, Inc. ("Invatection") is
hereby released from all of its obligations and liabilities under the
Subsidiary Guaranty Agreement dated as of February 27, 1997 made by
Invatection in favor of the Banks and the Agent.
4.2 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.
4.3 The Borrower 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.
4.4 The 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. The 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.
4.5 Except as expressly amended hereby, the Borrower agrees
that the Loan Agreement, the Notes, the Security Documents and all other
documents and agreements executed by the Borrower 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.
4.6 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.
IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of June 27, 1997.
INVACARE CORPORATION
By: /S/ Thomas R. Miklich
Its Chief Financial Officer
NBD BANK, as Agent
By: /S/ Winifred S. Pinet
Its First Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ Winifred S. Pinet
Its First Vice President
KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank
By: /S/ Thomas J. Purcell
Its Vice President
SUN TRUST BANK, CENTRAL FLORIDA, N.A.
By: /S/ Janet P. Sammons
Its Vice President
NATIONAL CITY BANK
By: /S/ Michael P. McCuen
Its Vice President
SOCIETE GENERALE, CHICAGO BRANCH
By: /S/ Joseph A. Philbin
Its Vice President
WACHOVIA BANK OF GEORGIA, NA
By: /S/ Holger B. Ebert
Its Vice President
PNC BANK, NA
By: /S/ Bryon A. Pike
Its Vice President
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COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By: /S/ J. Timothy Shortly
/S/ William Binder
Its Senior Vice President
Vice President
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By: /S/ James P. Byrnes
Its First Vice President
THE BANK OF NEW YORK
By: /S/ Edward Dougherty III
Its Vice President