NBD Bank, as Agent
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April 4, 1997
Invacare Corporation
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Attention: Chief Financial Officer
Re: Loan Agreement dated as of February 27, 1997 (the "Loan Agreement")
among Invacare Corporation (the "Company"), the Banks named
therein, NBD Bank, as Agent, and KeyBank National Association, as
Co-Agent.
Ladies and Gentlemen:
The Borrower has requested certain modifications to the Loan Agreement.
The parties hereby agree that the Loan Agreement shall be amended as follows:
(a) Section 1.1 shall be amended by adding the following
definitions in appropriate alphabetical order:
"MARGIN STOCK" means Margin Stock within the meaning of Regulation U.
"REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System.
"RESTRICTED MARGIN STOCK" means Margin Stock owned by the Company or
any of its Subsidiaries which represents not more than 25% of the
aggregate value (determined in accordance with Regulation U), on a
consolidated basis, of the property and assets of the Company and
its Subsidiaries (other than any Margin Stock) that is subject to
the provisions of Section 5.2(d).
"UNRESTRICTED MARGIN STOCK" means any Margin Stock owned by the
Company or any of its Subsidiaries which is not Restricted Margin
Stock.
(b) Section 4.7 shall be amended and restated in its entirety
to read as follows:
4.7 USE OF LOANS. Each Borrower will use the proceeds of the
Loans for the Healthdyne Acquisition, including purchases
of capital stock on the open market, for other Acquisitions
and for its other general corporate purposes. After
applying the proceeds of each Loan, Margin Stock will not
constitute more than 25% of the value of the assets (either
of a Borrower alone or of the Borrowers and their
respective Subsidiaries on a consolidated basis) that are
subject to any provisions of this Agreement that may cause
the Loans to be deemed secured, directly or indirectly, by
Margin Stock.
(c) Section 5.2(d) shall be amended by adding the following
language after the reference to "Subsidiaries" in the third line of the first
paragraph: "(except Unrestricted Margin Stock),".
The agreements set forth herein shall not become binding on any party
hereto until a duly authorized officer of each party hereto shall have
executed a counterpart of this letter and delivered such counterpart to the
Agent. The terms used but not defined herein shall have their respective
meanings ascribed thereto in the Loan Agreement.
INVACARE CORPORATION
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Its: Chief Financial Officer
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NBD Bank, as Agent
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Its: First Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
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Its: First Vice President
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NATIONAL CITY BANK
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Its: Vice President
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KEYBANK NATIONAL ASSOCIATION
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Its: Vice President
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2
SOCIETE GENERALE, CHICAGO BRANCH
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Its: Vice President
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SUN TRUST BANK, CENTRAL FLORIDA, NA
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Its: Vice President
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WACHOVIA BANK OF GEORGIA, N.A.
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Its: Vice President
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PNC BANK, NA
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Its: Vice President
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COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
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Its: Vice President,
Vice President
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THE SANWA BANK, LIMITED,
CHICAGO BRANCH
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Its: First Vice President
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THE BANK OF NEW YORK
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Its: Vice President
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