SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10(ai)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of February 25, 2009 is by and among INVACARE CORPORATION, an Ohio corporation (the Company), certain Subsidiaries of the Company party hereto as foreign borrowers (each a Foreign Borrower and together with the Company, the Borrowers), certain Subsidiaries of the Company party hereto as guarantors (collectively, the Guarantors and together with the Borrowers, the Loan Parties), the Lenders party hereto, NATIONAL CITY BANK, as Multicurrency Administrative Agent, Multicurrency Collateral Agent, Swing Line Lender and an L/C Issuer, NATIONAL CITY BANK, Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent, and BANC OF AMERICA SECURITIES ASIA LIMITED, as Australian Administrative Agent and Australian Collateral Agent.
W I T N E S S E T H
WHEREAS, the Loan Parties, the Lenders, the Administrative Agents and the Collateral Agents are parties to that certain Credit Agreement dated as of February 12, 2007 (as previously amended or modified and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the Credit Agreement);
WHEREAS, the Loan Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1 Amendment to Section 7.02(g) Intercompany Indebtedness. Section 7.02(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(g)(i) Indebtedness owed by any Domestic Loan Party to the Company and its Subsidiaries, (ii) Indebtedness owed by Foreign Loan Parties to other Foreign Loan Parties and their Subsidiaries, (iii) intercompany Indebtedness among Foreign Subsidiaries incurred for cash management pooling purposes in the ordinary course of business and consistent with past
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practices, (iv) Indebtedness owed by Subsidiaries of the Company that are not Loan Parties to other Subsidiaries that are not Loan Parties, (v) so long as no Default has occurred and is continuing at the time such Indebtedness is incurred or would result from such Indebtedness, Indebtedness owed by wholly-owned Subsidiaries (other than the Insurance Subsidiary and the Receivables Subsidiary) to Loan Parties in an aggregate amount not to exceed, when combined with Investments made pursuant to Section 7.03(c)(vi), $20,000,000 and (vi) Indebtedness owed by the Company to any of its Subsidiaries so long as the proceeds of such Indebtedness are applied by the Company to repay Loans pursuant to Section 2.05(a) of the Credit Agreement; provided that any intercompany Indebtedness permitted pursuant to this clause (g) shall be unsecured;
1.2 Amendment to Section 7.03(c) Intercompany Investments. Section 7.03(c) of the Credit Agreement is hereby amended by adding the following subsection (vii) thereto and making the appropriate punctuation and grammatical changes thereto:
(vii) Investments by any Subsidiary of the Company in the Company so long as the proceeds of such Investment are applied by the Company to repay Loans pursuant to Section 2.05(a) of the Credit Agreement;
1.3 Amendment to Section 7.06(a) Restricted Payments. Section 7.06(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a)(i) each Subsidiary may make Restricted Payments to the Company and, in order to do so, may make Restricted Payments to any other Subsidiary of the Company so long as such Restricted Payments being made are ultimately made to the Company; provided that the proceeds of such Restricted Payments are applied by the Company to repay Loans pursuant to Section 2.05(a) of the Credit Agreement; (ii) each Domestic Guarantor may make Restricted Payments to other Domestic Guarantors; (iii) each Foreign Guarantor may make Restricted Payments to Foreign Borrowers or other Foreign Guarantors; and (iv) each Subsidiary that is not a Loan Party may make Restricted Payments to other Subsidiaries, in each case ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall become effective upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Multicurrency Administrative Agent) (the Amendment Effective Date):
(a) Executed Amendment. The Multicurrency Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, the Required Lenders and acknowledged by the Multicurrency Administrative Agent.
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(b) Fees and Expenses. The Borrowers shall have paid in full all reasonable out-of-pocket fees and expenses of the Administrative Agents in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC.
(c) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agents and their counsel.
ARTICLE III
MISCELLANEOUS
3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2 Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such Person and constitutes such Persons legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d) The representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).
(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.
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(f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the applicable Collateral Agent, for the benefit of the applicable Secured Parties, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens.
(g) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
(h) The Organizational Documents of each of the Loan Parties have not been rescinded, amended or otherwise modified since the Closing Date.
3.3 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.
3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
3.5 Expenses. The Borrowers agree to pay all reasonable costs and expenses of the Administrative Agents and Collateral Agents in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agents and Collateral Agents legal counsel.
3.6 Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the Multicurrency Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.
3.9 No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against any Administrative Agent, Collateral Agent, L/C Issuer or Lender, or any such Persons respective
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officers, employees, representatives, agents, counsel or directors arising from any action by any such Person, or failure of any such Person to act under this Credit Agreement on or prior to the date hereof.
3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.12 General Release. In consideration of the Required Lenders entering into this Amendment, each Loan Party hereby releases each Administrative Agent, each Collateral Agent, each L/C Issuer, the Lenders, and each such Persons respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof, except, with respect to any such person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such persons gross negligence, bad faith or willful misconduct.
3.13 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[Remainder of Page Intentionally Left Blank. Signature Pages Follow]
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INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWERS: | INVACARE CORPORATION, | |||||
an Ohio corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President and CFO | |||||
CARROLL HEALTHCARE INC., | ||||||
an Ontario corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | Vice President | |||||
INVACARE AUSTRALIA PTY LTD, | ||||||
an Australian corporation | ||||||
By: | /s/ McGregor O. Grant | |||||
Name: | McGregor O. Grant | |||||
Title: | Attorney | |||||
INVACARE HOLDINGS C.V., | ||||||
a Dutch limited partnership | ||||||
By: | /s/ Anthony C. LaPlaca | |||||
Name: | Anthony C. LaPlaca | |||||
Title: | Secretary of Invacare Holdings, LLC, | |||||
General Partner of Invacare Holdings C.V. | ||||||
INVACARE INTERNATIONAL SARL, | ||||||
a Swiss corporation | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
INVACARE LIMITED, | ||||||
a private limited company organized under the laws of England and Wales | ||||||
By: | /s/ Mark Prosser | |||||
Name: | Mark Prosser | |||||
Title: | Managing Director |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
SCANDINAVIAN MOBILITY INTERNATIONAL APS, | ||||||
a Danish private limited company | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
DOMESTIC GUARANTORS: | ADAPTIVE SWITCH LABORATORIES, INC., | |||||
a Texas corporation | ||||||
INVACARE FLORIDA CORPORATION, | ||||||
a Delaware corporation | ||||||
INVACARE CREDIT CORPORATION, | ||||||
an Ohio corporation | ||||||
THE AFTERMARKET GROUP, INC., | ||||||
a Delaware corporation | ||||||
THE HELIXX GROUP, INC., | ||||||
an Ohio corporation | ||||||
CHAMPION MANUFACTURING INC., | ||||||
a Delaware corporation | ||||||
HEALTHTECH PRODUCTS, INC., | ||||||
a Missouri corporation | ||||||
INVACARE CANADIAN HOLDINGS, INC., | ||||||
a Delaware corporation | ||||||
INVACARE INTERNATIONAL CORPORATION, | ||||||
an Ohio corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President | |||||
KUSCHALL, INC., | ||||||
a Delaware corporation | ||||||
ALTIMATE MEDICAL, INC., | ||||||
a Minnesota corporation | ||||||
INVACARE SUPPLY GROUP, INC., | ||||||
a Massachusetts corporation | ||||||
INVACARE HOLDINGS, LLC, | ||||||
an Ohio limited liability company | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
FREEDOM DESIGNS, INC., | ||||||
a California corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President | |||||
GARDEN CITY MEDICAL INC., a Delaware corporation | ||||||
MEDBLOC, INC., a Delaware corporation | ||||||
By: | /s/ Anthony C. LaPlaca | |||||
Name: | Anthony C. LaPlaca | |||||
Title: | Secretary | |||||
INVACARE FLORIDA HOLDINGS, LLC, a Delaware limited liability company | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
CANADIAN GUARANTORS: | 1207273 ALBERTA ULC, | |||||
an Alberta corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | President | |||||
2083806 ONTARIO INC., | ||||||
an Ontario corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | Vice President | |||||
6123449 CANADA INC., | ||||||
a Canada corporation | ||||||
By: | /s/ Anthony C. LaPlaca | |||||
Name: | Anthony C. LaPlaca | |||||
Title: | Secretary | |||||
INVACARE CANADA L.P., | ||||||
an Ontario limited partnership | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | Vice President | |||||
INVACARE CANADA GENERAL PARTNER INC., | ||||||
a Canada corporation | ||||||
By: | /s/ Gerald B. Blouch | |||||
Name: | Gerald B. Blouch | |||||
Title: | Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
MOTION CONCEPTS L.P., | ||||||
an Ontario limited partnership | ||||||
By: | /s/ Anthony C. LaPlaca | |||||
Name: | Anthony C. LaPlaca | |||||
Title: | Secretary | |||||
PERPETUAL MOTION ENTERPRISES LIMITED, | ||||||
an Ontario corporation | ||||||
By: | /s/ Anthony C. LaPlaca | |||||
Name: | Anthony C. LaPlaca | |||||
Title: | Secretary |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
AUSTRALIAN GUARANTORS:
AUSTRALIAN HEALTHCARE EQUIPMENT PTY LTD, | ||||||
an Australian corporation | ||||||
By: | /s/ McGregor O. Grant | |||||
Name: | McGregor O. Grant | |||||
Title: | Attorney | |||||
HOME HEALTH EQUIPMENT PTY LTD, an Australian corporation | ||||||
By: | /s/ McGregor O. Grant | |||||
Name: | McGregor O. Grant | |||||
Title: | Attorney | |||||
MORRIS SURGICAL PTY LTD, an Australian corporation | ||||||
By: | /s/ McGregor O. Grant | |||||
Name: | McGregor O. Grant | |||||
Title: | Attorney |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
FOREIGN GUARANTORS: | INVACARE A/S, | |||||
a Danish limited liability company | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe | |||||
INVACARE B.V., a Dutch private limited liability company | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe | |||||
INVACARE EC-HØNG A/S, a Danish limited company | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe | |||||
INVACARE HOLDINGS TWO B.V., a Dutch private limited liability company | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe | |||||
INVACARE UK OPERATIONS LTD., a private limited company organized under the laws of England and Wales | ||||||
By: | /s/ Mark Prosser | |||||
Name: | Mark Prosser | |||||
Title: | Managing Director |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
KÜSCHALL AG, | ||||||
a Swiss corporation | ||||||
By: | /s/ Theo Vassiloudis | |||||
Name: | Theo Vassiloudis | |||||
Title: | Finance Director Europe |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
LENDERS: | NATIONAL CITY BANK, as | |||||
Multicurrency Administrative Agent | ||||||
By: | /s/ Robert S. Coleman | |||||
Name: | Robert S. Coleman | |||||
Title: | Senior Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
NATIONAL CITY BANK, as Lender, Multicurrency Collateral Agent, Swing Line Lender and L/C Issuer | ||
By: | /s/ Robert S. Coleman | |
Name: | Robert S. Coleman | |
Title: | Senior Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
NATIONAL CITY BANK, Canada Branch, | ||
as Canadian Administrative Agent and Canadian Collateral Agent | ||
By: | /s/ C. Steole | |
Name: | C. Steole | |
Title: | Senior Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
BANC OF AMERICA SECURITIES ASIA LIMITED, as Australian Administrative Agent and Australian Collateral Agent | ||
By: | /s/ Susana Yen | |
Name: | Susana Yen | |
Title: | Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
BANK OF AMERICA, N.A. | ||
By: | /s/ Jill J. Hogan | |
Name: | Jill J. Hogan | |
Title: | Vice President |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION | ||
By: | /s/ Sukanya V. Raj | |
Name: | Sukanya V. Raj | |
Title: | Vice President & Portfolio Manager |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
Ameriprise Certificate Company, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Assistant Vice President | |
BMO Capital Markets Financing Inc, | ||
as a Lender | ||
By: | /s/ Michael D. Pincus | |
Name: | Michael D. Pincus | |
Title: | Managing Director | |
Cent CDO 10, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Cent CDO 12, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Cent CDO 14, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Cent CDO XI, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Centurion CDO 9, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Centurion CDO VI, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Centurion CDO VII, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations | |
Centurion CDO 8, Ltd. | ||
By RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
ColumbusNova CLO Ltd. 2007-I, | ||
as a Lender | ||
By: | /s/ Paul L. Cal | |
Name: | Paul L. Cal | |
Title: | Associate Director | |
ColumbusNova CLO IV Ltd. 2007-II, | ||
as a Lender | ||
By: | /s/ Paul L. Cal | |
Name: | Paul L. Cal | |
Title: | Associate Director | |
Eagle Loan Trust | ||
By Stanfield Capital Partners, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Eaton Vance CDO IX Ltd. | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance CDO VII PLC | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance CDO VIII PLC | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance CDO X PLC | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Floating Rate Income Trust | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Institutional Senior Loan Fund | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Limited Duration Income Fund | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Senior Floating-Rate Trust | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Senior Income Trust | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance Short Duration Diversified Income Fund | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Eaton Vance VT Floating-Rate Income Fund | ||
By Eaton Vance Management | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Grand Hord CLO Ltd | ||
By: Seix Investment Advisors LLC | ||
As Collateral Manager | ||
Mountain View CLO III Ltd. | ||
By: Seix Investment Advisors LLC | ||
As Collateral Manager | ||
Ridgeworth Funds-Seix Floating Rate High Income Fund | ||
By: Seix Investment Advisors LLC |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
As Subadvisor
as Lenders | ||
By: | /s/ George Goudelias | |
Name: | George Goudelias | |
Title: | Managing Director | |
Harch CLO III Limited, as a Lender | ||
By: | /s/ Michael E. Lewitt | |
Name: | Michael E. Lewitt | |
Title: | Authorized Signatory | |
LaSalle Bank National Association, | ||
as a Lender | ||
By: | /s/ Jill J. Hogan | |
Name: | Jill J. Hogan | |
Title: | Vice President | |
Navigare Funding I CLO Ltd | ||
By Navigare Partners LLC | ||
Its Collateral manager, | ||
as a Lender | ||
By: | /s/ Joel G. Serebransky | |
Name: | Joel G. Serebransky | |
Title: | Managing Director | |
Navigare Funding II CLO Ltd | ||
By Navigare Partners LLC | ||
Its Collateral manager, | ||
as a Lender | ||
By: | /s/ Joel G. Serebransky | |
Name: | Joel G. Serebransky | |
Title: | Managing Director |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
Navigare Funding III CLO Ltd | ||
By Navigare Partners LLC | ||
Its Collateral manager, | ||
as a Lender | ||
By: | /s/ Joel G. Serebransky | |
Name: | Joel G. Serebransky | |
Title: | Managing Director | |
PNC Bank, National Association, | ||
as a Lender | ||
By: | /s/ Joseph G. Moran | |
Name: | Joseph G. Moran | |
Title: | Senior Vice President | |
RiverSource Bond Series, Inc. | ||
RiverSource Floating Rate Fund, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Assistant Vice President | |
Senior Debt Portfolio | ||
By: Boston Management and Research | ||
As Investment Advisor, | ||
as a Lender | ||
By: | /s/ Michael B. Botthof | |
Name: | Michael B. Botthof | |
Title: | Vice President | |
Sequils-Centurion V, Ltd. | ||
By: RiverSource Investments, | ||
LLC as Collateral Manager, | ||
as a Lender | ||
By: | /s/ Robin C. Stancil | |
Name: | Robin C. Stancil | |
Title: | Director of Operations |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
Stanfield Arnage CLO Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Stanfield AZURE CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Stanfield Bristol CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Stanfield Carrera CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Stanfield McLaren CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
Stanfield Modena CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Stanfield Vantage CLO, Ltd. | ||
By: Stanfield Capital Parnters, LLC | ||
As its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen | |
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
SunTrust Bank, as a Lender | ||
By: | /s/ Thomas P. Hackett | |
Name: | Thomas P. Hackett | |
Title: | Managing Partner | |
Tralee CDO I, Ltd., | ||
as a Lender | ||
By: | /s/ Edward Labrenz | |
Name: | Edward Labrenz | |
Title: | Authorized Signatory | |
UBS AG, Stamford Branch., | ||
as a Lender | ||
By: | /s/ Janice L. Randolph | |
Name: | Janice L. Randolph | |
Title: | Director Banking Products Services, US | |
XL Re Europe Limited | ||
By: Stanfield Capital Partners, LLC | ||
Signed as: its Collateral Manager, | ||
as a Lender | ||
By: | /s/ Christopher E. Jansen |
INVACARE CORPORATION
AMENDMENT TO CREDIT AGREEMENT
Name: | Christopher E. Jansen | |
Title: | Managing Partner | |
Nordea Bank Finland PLC | ||
Acting through its New York and Cayman Islands Branches, | ||
as a Lender | ||
By: | /s/ Henrik M. Steffensen | |
Name: | Henrik M. Steffensen | |
Title: | Senior Vice President | |
By: | /s/ Gerald E. Chelius, Jr. | |
Name: | Gerald E. Chelius, Jr. | |
Title: | SVP Credit |