INVACARE CORP
EXHIBIT 10.1(AB)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>notes2003.txt
<DESCRIPTION>EXHIBIT 10.1(AB)
<TEXT>











                              INVACARE CORPORATION





                             NOTE PURCHASE AGREEMENT





                           Dated as of October 1, 2003








           $50,000,000 3.97% Series A Senior Notes Due October 1, 2007
           $30,000,000 4.74% Series B Senior Notes Due October 1, 2009
           $20,000,000 5.05% Series C Senior Notes Due October 1, 2010











================================================================================












<PAGE>

<table>
<caption>
                                TABLE OF CONTENTS
<s>                        <c>                                                                                  <c>
SECTION                                                HEADING                                                PAGE


Section 1.                 Authorization of Notes.................................................................1


Section 2.                 Sale and Purchase of Notes.............................................................2


Section 3.                 Closing................................................................................2


Section 4.                 Conditions to Closing..................................................................2

       Section 4.1.        Representations and Warranties.........................................................2
       Section 4.2.        Performance; No Default................................................................3
       Section 4.3.        Compliance Certificates................................................................3
       Section 4.4.        Opinions of Counsel....................................................................3
       Section 4.5.        Purchase Permitted by Applicable Law, Etc..............................................3
       Section 4.6.        Sale of Other Notes....................................................................4
       Section 4.7.        Payment of Special Counsel Fees........................................................4
       Section 4.8.        Private Placement Numbers..............................................................4
       Section 4.9.        Changes in Structure...................................................................4
       Section 4.10.       Amendment to Credit Agreement..........................................................4
       Section 4.11.       Proceedings and Documents..............................................................4

Section 5.                 Representations and Warranties of the Company..........................................4

       Section 5.1.        Organization; Power and Authority......................................................5
       Section 5.2.        Authorization, Etc.....................................................................5
       Section 5.3.        Disclosure.............................................................................5
       Section 5.4.        Organization and Ownership of Shares of Subsidiaries; Affiliates.......................6
       Section 5.5.        Financial Statements...................................................................6
       Section 5.6.        Compliance with Laws, Other Instruments, Etc...........................................7
       Section 5.7.        Governmental Authorizations, Etc.......................................................7
       Section 5.8.        Litigation; Observance of Agreements, Statutes and Orders..............................7
       Section 5.9.        Taxes..................................................................................7
       Section 5.10.       Title to Property; Leases..............................................................8
       Section 5.11.       Licenses, Permits, Etc.................................................................8
       Section 5.12.       Pension Plans..........................................................................8
       Section 5.13.       Private Offering by the Company.......................................................10
       Section 5.14.       Use of Proceeds; Margin Regulations...................................................10
       Section 5.15.       Existing Debt; Future Liens...........................................................10
       Section 5.16.       Foreign Assets Control Regulations, Etc...............................................10
       Section 5.17.       Status under Certain Statutes.........................................................11
       Section 5.18.       Environmental Matters.................................................................11
</table>
<page>
<table>
<caption>
<s>                        <c>                                                                                  <c>
Section 6.                 Representations of the Purchaser......................................................11

       Section 6.1.        Purchase for Investment...............................................................11
       Section 6.2.        Source of Funds.......................................................................12

Section 7.                 Information as to Company.............................................................13

       Section 7.1.        Financial and Business Information....................................................13
       Section 7.2.        Officer's Certificate.................................................................15
       Section 7.3.        Inspection............................................................................16

Section 8.                 Prepayment of the Notes...............................................................16

       Section 8.1.        Required Prepayments..................................................................16
       Section 8.2.        Optional Prepayments of Notes with Make-Whole Amount..................................17
       Section 8.3.        Allocation of Note Partial Prepayments................................................17
       Section 8.4.        Notes; Maturity; Surrender, Etc.......................................................17
       Section 8.5.        Purchase of Notes.....................................................................18
       Section 8.6.        Offer to Prepay upon Change in Control, Etc...........................................18
       Section 8.7.        Make-Whole Amount.....................................................................20

Section 9.                 Interest on the Notes.................................................................21

       Section 9.1.        Series A Notes........................................................................21
       Section 9.2.        Series B Notes........................................................................21
       Section 9.3.        Series C Notes........................................................................22

Section 10.                Affirmative Covenants.................................................................22

       Section 10.1.       Compliance with Law...................................................................22
       Section 10.2.       Insurance.............................................................................22
       Section 10.3.       Maintenance of Properties.............................................................22
       Section 10.4.       Payment of Taxes and Claims...........................................................22
       Section 10.5.       Corporate Existence, Etc..............................................................23
       Section 10.6.       Pari Passu Obligations................................................................23

Section 11.                Negative Covenants....................................................................23

       Section 11.1.       Transactions with Affiliates..........................................................23
       Section 11.2.       Merger, Consolidation, Etc............................................................23
       Section 11.3.       Maximum Amount of Consolidated Debt...................................................24
       Section 11.4.       Priority Debt.........................................................................24
       Section 11.5.       Subsidiary Debt.......................................................................24
       Section 11.6.       Consolidated Net Worth................................................................25
       Section 11.7.       Liens.................................................................................25
       Section 11.8.       Sale of Assets, Etc...................................................................29
       Section 11.9.        Line of Business.....................................................................30

Section 12.                Events of Default.....................................................................30
</table>
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<table>
<caption>
<s>                       <c>                                                                                   <c>
Section 13.                Remedies on Default, Etc..............................................................33

       Section 13.1.       Acceleration..........................................................................33
       Section 13.2.       Other Remedies........................................................................34
       Section 13.3.       Rescission............................................................................34
       Section 13.4.       No Waivers or Election of Remedies, Expenses, Etc.....................................34

Section 14.                Registration; Exchange; Substitution of Notes.........................................35

       Section 14.1.       Registration of Notes.................................................................35
       Section 14.2.       Transfer and Exchange of Notes........................................................35
       Section 14.3.       Replacement of Notes..................................................................35

Section 15.                Payments on Notes.....................................................................36

       Section 15.1.       Place of Payment......................................................................36
       Section 15.2.       Home Office Payment...................................................................36

Section 16.                Expenses, Etc.........................................................................36

       Section 16.1.       Transaction Expenses..................................................................36
       Section 16.2.       Survival..............................................................................37

Section 17.                Survival of Representations and Warranties; Entire Agreement..........................37


Section 18.                Amendment and Waiver..................................................................37

       Section 18.1.       Requirements..........................................................................37
       Section 18.2.       Solicitation of Holders of Notes......................................................37
       Section 18.3.       Binding Effect, Etc...................................................................38
       Section 18.4.       Notes Held by Company, Etc............................................................38

Section 19.                Notices...............................................................................38


Section 20.                Reproduction of Documents.............................................................39


Section 21.                Confidential Information..............................................................39


Section 22.                Substitution of Purchaser.............................................................41


Section 23.                Additional Note Provisions............................................................41


Section 24.                Miscellaneous.........................................................................41

       Section 24.1.       Successors and Assigns................................................................41
       Section 24.2.       Payments Due on Non-Business Days.....................................................42
</table>
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<table>
<caption>
<s>                       <c>                                                                                   <c>
       Section 24.3.       Severability..........................................................................42
       Section 24.4.       Construction..........................................................................42
       Section 24.5.       Counterparts..........................................................................42
       Section 24.6.       Governing Law.........................................................................42

</table>
<PAGE>

                                    SCHEDULES

 SCHEDULE A               --        Information Relating to Purchasers
 SCHEDULE B               --        Defined Terms
 SCHEDULE C               --        Wiring Instructions at Closing
 SCHEDULE 4.9             --        Changes in Corporate Structure
 SCHEDULE 5.3             --        Disclosure Materials
 SCHEDULE 5.4             --        Ownership of the Company; Affiliates
 SCHEDULE 5.5             --        Financial Statements
 SCHEDULE 5.8             --        Certain Litigation
 SCHEDULE 5.11            --        Licenses, Permits, Etc.
 SCHEDULE 5.12(g)         --        Certain Pension Plans
 SCHEDULE 5.14            --        Use of Proceeds; Margin Stock
 SCHEDULE 5.15            --        Existing Indebtedness
 SCHEDULE 11.7            --        Existing Liens
 SCHEDULE B-C             --        Competitors
 SCHEDULE B-MT            --        Management Team


                                    EXHIBITS

EXHIBIT 1A     -- Form of 3.97% Series A Senior Note due October 1, 2007
EXHIBIT 1B     -- Form of 4.74% Series B Senior Note due October 1, 2009
EXHIBIT 1C     -- Form of 5.05% Series C Senior Note due October 1, 2010
EXHIBIT 4.4(a) -- Form of Closing Opinion of General Counsel for the Company
EXHIBIT 4.4(b) -- Form of Closing Opinion of Special Counsel for the Company
EXHIBIT 4.4(c) -- Form of Closing Opinion of Special New York Counsel for the
                  Company



<PAGE>




                              INVACARE CORPORATION
                                One Invacare Way
                               Elyria, Ohio 44035

           $50,000,000 3.97% Series A Senior Notes Due October 1, 2007
           $30,000,000 4.74% Series B Senior Notes Due October 1, 2009
           $20,000,000 5.05% Series C Senior Notes Due October 1, 2010

                                                    Dated as of October 1, 2003

[Separately addressed to each of
  the Purchasers identified on Schedule A]

Ladies and Gentlemen:

         INVACARE CORPORATION, an Ohio corporation (together with its permitted
successors, the "Company"), hereby agrees with you as follows:

SECTION 1. AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of

                   (a) $50,000,000 aggregate principal amount of its 3.97%
         Series A Senior Notes due October 1, 2007 (the "Series A Notes");

                   (b) $30,000,000 aggregate principal amount of its 4.74%
         Series B Senior Notes due October 1, 2009 (the "Series B Notes"); and

                   (c) $20,000,000 aggregate principal amount of its 5.05%
         Series C Senior Notes due October 1, 2010 (the "Series C Notes").

The term "Series A Notes" as used in this Agreement shall include each Series A
Note delivered pursuant to this Agreement and the Other Agreements (as
hereinafter defined) and any such notes issued in substitution therefor pursuant
to Section 14 of this Agreement or the Other Agreements, and the term "Series B
Notes" as used in this Agreement shall include each Series B Note delivered
pursuant to this Agreement and the Other Agreements and any such notes issued in
substitution therefor pursuant to Section 14 of this Agreement or the Other
Agreements and the term "Series C Notes" as used in this Agreement shall include
each Series C Note delivered pursuant to this Agreement and the Other Agreements
(as hereinafter defined) and any such Notes issued in substitution therefor
pursuant to Section 14 of this Agreement or the Other Agreements. The term
"Notes" as used in this Agreement shall include each Series A Note, each Series
B Note and each Series C Note. The Series A Notes, the Series B Notes and the
Series C Notes shall be substantially in the forms set out in Exhibits 1A, 1B
and 1C, respectively, with such changes therefrom, if any, as may be approved by

<page>
you, the Other Purchasers (as hereinafter defined) and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.

SECTION 2. SALE AND PURCHASE OF NOTES.

         Subject to the terms and conditions of this Agreement, the Company will
issue and sell to you and you will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount and of the Series
specified below your name in Schedule A at the purchase price of 100% of the
principal amount thereof. Contemporaneously with entering into this Agreement,
the Company is entering into separate Note Purchase Agreements (the "Other
Agreements") identical with this Agreement with each of the other purchasers
named in Schedule A (the "Other Purchasers"), providing for the sale at such
Closing to each of the Other Purchasers of Notes in the principal amount and of
the Series specified below its name in Schedule A. Your obligation hereunder and
the obligations of the Other Purchasers under the Other Agreements are several
and not joint obligations and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or non-performance
by any Other Purchaser thereunder.

SECTION 3. CLOSING.

         The sale and purchase of the Notes to be purchased by you and the Other
Purchasers shall occur at the offices of Chapman and Cutler LLP, at 10:00 a.m.,
local time, at a closing (the "Closing") on October 1, 2003 or on such other
Business Day thereafter as may be agreed upon by the Company and you and the
Other Purchasers. At the Closing the Company will deliver to you the Notes of
the Series to be purchased by you in the form of a single Note (or such greater
number of Notes in denominations of at least $500,000 as you may request), dated
the date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company as indicated on
Schedule C. If at the Closing the Company shall fail to tender such Notes to you
as provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

         Your obligation to purchase and pay for the Notes to be sold to you at
the Closing is subject to the fulfillment to your satisfaction, prior to or at
the Closing, of the following conditions:

         Section 4.1. Representations and Warranties. The representations and
warranties of the Company in this Agreement shall be correct in all material
respects when made and at the time of the Closing.

                                       2
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         Section 4.2. Performance; No Default. The Company shall have performed
and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at the Closing and,
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Schedule 5.14) no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 11.1 through 11.3 or
Sections 11.5 through 11.8 had such Sections applied since such date and, with
respect to Section 11.4, a Subsidiary shall be able to borrow at least One
Dollar of Debt under said Section 11.4 as of the date of Closing.

         Section 4.3.    Compliance Certificates.

         (a) Officer's Certificates. The Company shall have delivered to you an
Officer's Certificate, dated the date of the Closing, certifying that the
conditions specified in Section 4.1, Section 4.2 and Section 4.9 have been
fulfilled.

         (b) Secretary's Certificates. The Company shall have delivered to you a
certificate of its Secretary or one of its Assistant Secretaries, dated the date
of the Closing, certifying as to the resolutions attached thereto and other
proceedings relating to the authorization, execution and delivery of the Notes,
this Agreement and the Other Agreements.

         Section 4.4. Opinions of Counsel. You shall have received opinions in
form and substance satisfactory to you, dated the date of the Closing,

                   (a) from Bridget Miller, Esq., General Counsel of the
         Company, substantially in the form set out in Exhibit 4.4(a) and
         covering such other matters incident to the transactions contemplated
         hereby as you or your counsel may reasonably request (and the Company
         hereby instructs its counsel to deliver such opinion to you),

                   (b) from Calfee, Halter & Griswold LLP, special counsel for
         the Company, substantially in the form set out in Exhibit 4.4(b) and
         covering such other matters incident to the transactions contemplated
         hereby as you or your counsel may reasonably request (and the Company
         hereby instructs its counsel to deliver such opinion to you),

                   (c) from Harter, Secrest & Emery LLP, Special New York
         Counsel for the Company, substantially in the form set out in Exhibit
         4.4(c) and covering such other matters incident to the transactions
         contemplated hereby as you or your counsel may reasonably request (and
         the Company hereby instructs its counsel to deliver such opinion to
         you), and

                   (d) from Chapman and Cutler LLP, your special counsel in
         connection with the transactions contemplated hereby.

         Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of
the Closing your purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to

                                       3
<page>
provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law or
regulation (including, without limitation, Regulation U, T or X of the Board of
Governors of the Federal Reserve System) and (c) not subject you to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date of your execution and
delivery of this Agreement. If requested by you, you shall have received an
Officer's Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.

         Section 4.6. Sale of Other Notes. Contemporaneously with the Closing
the Company shall sell to the Other Purchasers and the Other Purchasers shall
purchase the Notes to be purchased by them at the Closing, as specified in
Schedule A.

         Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 16.1, the Company shall have paid on or before the
Closing, the fees, charges and disbursements of your special counsel referred to
in Section 4.4 to the extent reflected in a statement of such counsel rendered
to the Company at least one Business Day prior to the date of the Closing.

         Section 4.8. Private Placement Numbers. A Private Placement Number
issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the
Securities Valuation Office of the National Association of Insurance
Commissioners) shall have been obtained for each Series of the Notes.

         Section 4.9. Changes in Structure. Except as specified in Schedule 4.9,
the Company shall not have changed its jurisdiction of incorporation or been a
party to any merger or consolidation and shall not have succeeded to all or any
substantial part of the liabilities of any other entity, at any time following
the date of the most recent financial statements referred to in Schedule 5.5.

        Section 4.10. Amendment to Credit Agreement. The Company shall have
entered into an amendment to the Credit Agreement clarifying the obligations of
the Subsidiaries which are parties thereto in form and substance satisfactory to
you and your special counsel.

        Section 4.11. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
satisfactory to you and your special counsel, and you and your special counsel
shall have received all such counterpart originals or certified or other copies
of such documents as you or they may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to you, as of the date of this
Agreement, that:

                                       4
<page>
         Section 5.1. Organization; Power and Authority. The Company is a
corporation, duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement, the Other
Agreements and the Notes and to perform the provisions hereof and thereof.

         Section 5.2. Authorization, Etc. This Agreement, the Other Agreements
and the Notes have been duly authorized by all necessary corporate action on the
part of the Company, and this Agreement constitutes, and upon execution and
delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law or in respect of specific performance).

         Section 5.3. Disclosure. (a) The Company, through its agent, Banc One
Capital Markets, Inc., has delivered to you and each Other Purchaser a copy of a
Confidential Private Placement Memorandum, dated August 2003 (the "Memorandum"),
relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries. Except as disclosed in
Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in connection
with the transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein (taken as a whole) not misleading in light of the
circumstances under which they were made. Except as disclosed in the Memorandum
or as expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since December 31, 2002, there has been no
change in the financial condition, operations, business, properties or prospects
of the Company and its Subsidiaries except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to a Senior Financial Officer that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or
in the Memorandum or in the other documents, certificates and other writings
delivered to you by or on behalf of the Company specifically for use in
connection with the transactions contemplated hereby, provided that no
representation is made as to general economic conditions.

         (b) The material assumptions used in the preparation of the projected
information with respect to the Company and its Subsidiaries included in the
Memorandum, taken as a whole, were made in good faith, were believed to be

                                       5
<page>
reasonable when made and the Company believes such assumptions continue to be
reasonable. All material assumptions and principles of accounting on which such
projections were based are disclosed therein. Such projections were prepared in
good faith, have a reasonable basis and represent the good faith opinion of the
Company as to the projected results of the operations of the Company and its
Subsidiaries after giving effect to the transactions contemplated hereby. The
estimates of future performance and financial condition set forth in such
projections, taken as a whole, are, in the Company's opinion, reasonable;
however, actual events or results may differ materially from such estimates.
There is no fact known to a Senior Financial Officer that has occurred since the
preparation of such projections that could materially affect such projections,
except such facts that the Memorandum or other written statements delivered to
you disclose have occurred or may occur.

         Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization and the
percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, (ii) of
the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's
directors and senior officers.

         (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

         (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing (to the
extent such concept is recognized) under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each such Subsidiary
has the corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business
it transacts and proposes to transact.

         (d) No Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement (other than this Agreement, the agreements listed
on Schedule 5.4 and customary limitations imposed by corporate law statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Company or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.

         Section 5.5. Financial Statements. The Company has delivered to you and
each Other Purchaser copies of the financial statements of the Company and its
Subsidiaries listed on Schedule 5.5. All of said financial statements (including
in each case the related schedules and notes) fairly present, in all material
respects, the consolidated financial position of the Company and its
Subsidiaries as of the respective dates specified in such Schedule and the

                                       6
<page>
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

         Section 5.6. Compliance with Laws, Other Instruments, Etc. The
execution, delivery and performance by the Company of this Agreement and the
Notes will not:

                   (a) contravene, result in any breach of, or constitute a
         default under, or result in the creation of any Lien in respect of any
         property of the Company or any Subsidiary under, any indenture,
         mortgage, deed of trust, loan, purchase or credit agreement, lease,
         corporate charter, bylaws or other constitutive document, or any other
         agreement or instrument to which the Company or any Subsidiary is bound
         or by which the Company or any Subsidiary or any of their respective
         properties may be bound or affected,

                   (b) conflict with or result in a breach of any of the terms,
         conditions or provisions of any order, judgment, decree, or ruling of
         any court, arbitrator or Governmental Authority applicable to the
         Company or any Subsidiary, or

                   (c) violate any provision of any statute or other rule or
         regulation of any Governmental Authority applicable to the Company or
         any Subsidiary.

         Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement or the Notes, except for the filing in the
ordinary course of a copy of this Agreement in connection with the filing by the
Company of its Form 8K.

         Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) Except as disclosed in Schedule 5.8, there are no actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

         (b) Neither the Company nor any Subsidiary is in default under any term
of any agreement or instrument to which it is a party or by which it is bound,
or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including, without limitation, Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

         Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,

                                       7
<page>
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (a) the amount
of which is not individually or in the aggregate Material or (b) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or any Subsidiary,
as the case may be, has established adequate reserves in accordance with GAAP.
The Company knows of no basis for any other tax or assessment that could
reasonably be expected to have a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
federal, state or other taxes for all fiscal periods are adequate. The federal
income tax liabilities of the Company and its Subsidiaries have been determined
by the Internal Revenue Service and paid for all fiscal years up to and
including the fiscal year ended December 31, 2002.

        Section 5.10. Title to Property; Leases. The Company and its
Subsidiaries have good and sufficient title to their respective properties that
individually or in the aggregate are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or
purported to have been acquired by the Company or any Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business), in
each case free and clear of Liens prohibited by this Agreement. All leases that
individually or (with respect to similar groups of assets) in the aggregate are
Material are valid and subsisting and are in full force and effect in all
material respects.

        Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule
5.11:

                   (a) to the best knowledge of the Company, the Company and its
         Subsidiaries own or possess all licenses, permits, franchises,
         authorizations, patents, copyrights, service marks, trademarks and
         trade names, or rights thereto, that are Material, without known
         conflict with the rights of others;

                   (b) to the best knowledge of the Company, no product or
         practice of the Company or any Subsidiary infringes in any material
         respect any license, permit, franchise, authorization, patent,
         copyright, service mark, trademark, trade name or other right owned by
         any other Person; and

                   (c) to the best knowledge of the Company, there is no
         Material violation by any Person of any right of the Company or any
         Subsidiary with respect to any patent, copyright, service mark,
         trademark, trade name or other right owned or used by the Company or
         any of its Subsidiaries.

        Section 5.12. Pension Plans. (a) The Company and each ERISA Affiliate
have operated and administered each Plan (other than any Multiemployer Plan) in
compliance with all applicable laws except for such instances of noncompliance
as have not resulted in and could not reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any ERISA Affiliate has
incurred any liability in the nature of a penalty, excise tax or fine pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA), and no
event, transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,

                                       8
<page>
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate Material.

         (b) The present value of the aggregate benefit liabilities under each
of the Plans subject to Title IV of ERISA (other than Multiemployer Plans),
determined as of the end of each such Plan's most recently ended plan year on
the basis of the actuarial assumptions specified for funding purposes in such
Plan's most recent actuarial valuation report, did not exceed the aggregate
current value of the assets of such Plan allocable to such benefit liabilities
by more than $10,000,000 in the case of any single Plan and by more than
$10,000,000 in the aggregate for all Plans. The term "benefit liabilities" has
the meaning specified in section 4001 of ERISA and the terms "current value" and
"present value" have the meaning specified in section 3 of ERISA.

         (c) The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.

         (d) The unfunded expected postretirement benefit obligation (determined
as of the last day of the Company's most recently ended fiscal year in
accordance with Financial Accounting Standards Board Statement No. 106, without
regard to liabilities attributable to continuation coverage mandated by section
4980B of the Code) of the Company and its Subsidiaries is not Material.

         (e) The execution and delivery of this Agreement and the issuance and
sale of the Notes hereunder will not involve any transaction that is subject to
the prohibitions of section 406 of ERISA or in connection with which a tax could
be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation
by the Company in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of your representation in Section 6.2 as to the
sources of the funds used to pay the purchase price of the Notes to be purchased
by you.

         (f) All Non-US Pension Plans have been established, operated,
administered and maintained in material compliance with all laws, regulations
and orders applicable thereto, except where any failure to so comply could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Except where they could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, all premiums,
contributions and any other amounts required to be paid pursuant to applicable
Non-US Pension Plan documents or applicable laws governing such Non-US Pension
Plans have been paid or accrued as required.

        (g) The Multiemployer Plans in respect of which the Company or any ERISA
Affiliate makes contributions or has any liability or obligation are set forth
on Schedule 5.12(g). The Plans constituting "defined benefit plans" (as defined
in section (3)(35) of ERISA) are set forth on Schedule 5.12(g).

                                       9
<page>
        Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes or any similar securities for
sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than you, the
Other Purchasers and not more than 53 other Institutional Investors, each of
which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes to the registration requirements
of section 5 of the Securities Act.

        Section 5.14. Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Notes as set forth in Schedule 5.14. No
part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 5% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 5% of the value of such assets. As used
in this Section, the terms "margin stock" and "purpose of buying or carrying"
shall have the meanings assigned to them in said Regulation U.

        Section 5.15. Existing Debt; Future Liens. (a) Except as described
therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
Material Debt of the Company and its Subsidiaries as of June 30, 2003, since
which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Material Debt of the
Company and its Subsidiaries except as described in Schedule 5.15. Neither the
Company nor any of its Subsidiaries is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any Material
Debt of the Company or such Subsidiary and no event or condition exists with
respect to any Material Debt of the Company or such Subsidiary that would permit
(or that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Debt to become due and payable before its stated maturity
or before its regularly scheduled dates of payment.

         (b) Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 11.6.

        Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale
of the Notes by the Obligors hereunder nor their use of the proceeds thereof
will violate (i) the Trading with the Enemy Act, as amended, (ii) any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto, (iii) Executive Order 13224, 66 Fed Reg 49, 079 (2001),
issued by the President of the United States (Executive Order Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism) (and neither Obligor nor any Subsidiary is a "blocked person"
as described in Section 1 of such Executive Order or engages in any dealings or

                                       10
<page>
transactions with or is otherwise associated with, any such blocked person) or
(iv) the United and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001,
Public Law 107-56 (October 26, 2001).

        Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 1935, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.

        Section 5.18. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to you in writing:

                   (a) neither the Company nor any Subsidiary has knowledge of
         any facts which would give rise to any claim, public or private, of
         violation of Environmental Laws or damage to the environment emanating
         from, occurring on or in any way related to real properties now or
         formerly owned, leased or operated by any of them or to other assets or
         their use, except, in each case, such as could not reasonably be
         expected to result in a Material Adverse Effect;

                   (b) neither the Company nor any of its Subsidiaries has
         stored any Hazardous Materials on real properties now or formerly
         owned, leased or operated by any of them in a manner contrary to any
         Environmental Laws and has not transported or disposed of any Hazardous
         Materials in a manner contrary to any Environmental Laws in each case
         in any manner that could reasonably be expected to result in a Material
         Adverse Effect; and

                   (c) all buildings on all real properties now owned, leased or
         operated by the Company or any of its Subsidiaries are in compliance
         with applicable Environmental Laws, except where failure to comply
         could not reasonably be expected to result in a Material Adverse
         Effect.

SECTION 6.           REPRESENTATIONS OF THE PURCHASER.

         Section 6.1. Purchase for Investment. You represent that you are an
"accredited investor" within the meaning of Regulation D under the Securities
Act and that you are purchasing the Notes for your own account or for one or
more separate accounts maintained by you or for the account of one or more
pension or trust funds (or commingled pension trust funds) or for the account of
one or more "accredited investors" within the meaning of Regulation D under the
Securities Act for whom you are acting as investment manager, agent or
investment adviser, and not with a view to the distribution thereof, provided
that the disposition of your or their property shall at all times be within your
or their control. You understand that the Notes have not been registered and are

                                       11
<page>
"restricted securities" under the Securities Act. You further understand that
the Notes may be resold only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to and does not intend to register
the Notes.

         Section 6.2. Source of Funds. You represent that at least one of the
following statements is an accurate representation as to each source of funds (a
"Source") to be used by you to pay the purchase price of the Notes to be
purchased by you hereunder:

                   (a) the Source is an "insurance company general account" as
         defined in Department of Labor Prohibited Transaction Exemption ("PTE")
         95-60 (60 FR 35925, July 12, 1995) and in respect thereof you represent
         that there is no "employee benefit plan" (as defined in section 3(3) of
         ERISA and section 4975(e)(1) of the Code, treating as a single plan all
         plans maintained by the same employer or employee organization or
         affiliate thereof) with respect to which the amount of the general
         account reserves and liabilities of all contracts held by or on behalf
         of such plan exceed 10% of the total reserves and liabilities of such
         general account (exclusive of separate account liabilities) plus
         surplus, as set forth in the NAIC Annual Statement filed with your
         state of domicile; or

                   (b) if you are an insurance company, the Source does not
         include assets allocated to any separate account maintained by you in
         which any employee benefit plan (or its related trust) has any
         interest, other than a separate account that is maintained solely in
         connection with your fixed contractual obligations under which the
         amounts payable, or credited, to such plan and to any participant or
         beneficiary of such plan (including any annuitant) are not affected in
         any manner by the investment performance of the separate account; or

                   (c) the Source is either (i) an insurance company pooled
         separate account, within the meaning of PTE 90-1 (issued January 29,
         1990), or (ii) a bank collective investment fund, within the meaning of
         the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed
         to the Company in writing pursuant to this paragraph (c), no employee
         benefit plan or group of plans maintained by the same employer,
         affiliate of such employer or employee organization beneficially owns
         more than 10% of all assets allocated to such pooled separate account
         or collective investment fund; or

                   (d) (i) the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), (ii) no employee benefit plan's assets
         that are included in such investment fund, when combined with the
         assets of all other employee benefit plans established or maintained by
         the same employer or by an affiliate (within the meaning of Section
         V(c)(1) of the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, (iii) the conditions of Part I(c) and (g)
         of the QPAM Exemption are satisfied, neither the QPAM nor a person

                                       12
<page>
         controlling or controlled by the QPAM (applying the definition of
         "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
         interest in the Company and (iv) the identity of such QPAM and the
         names of all employee benefit plans whose assets are included in such
         investment fund have been disclosed to the Company in writing pursuant
         to this paragraph (d); or

                   (e) the Source is a governmental plan; or

                   (f) the Source is one or more employee benefit plans, or a
         separate account or trust fund comprised of one or more employee
         benefit plans, each of which has been identified to the Company in
         writing pursuant to this paragraph (f); or

                   (g) the Source does not include assets of any employee
         benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

         Section 7.1. Financial and Business Information. The Company shall
deliver to each holder of Notes that is an Institutional Investor:

                   (a) Quarterly Statements -- within 60 days after the end of
         each quarterly fiscal period in each fiscal year of the Company (other
         than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of:

                            (i) a consolidated balance sheet of the Company and
                  its Subsidiaries as at the end of such quarter, and

                           (ii) consolidated statements of earnings and cash
                  flows for the Company and its Subsidiaries for such quarter
                  and (in the case of the second and third quarters) for the
                  portion of the fiscal year ending with such quarter,

         setting forth in the case of the consolidated statements of earnings
         and cash flows in comparative form the figures for the corresponding
         periods in the previous fiscal year of the Company and in the case of
         the consolidated balance sheet in comparative form the figures for the
         then most recently completed Fiscal Year, all in reasonable detail,
         prepared in accordance with GAAP applicable to quarterly financial
         statements generally, and certified by a Senior Financial Officer as
         fairly presenting, in all material respects, the financial position of
         the companies being reported on and their results of operations and
         cash flows, subject to changes resulting from year-end adjustments,
         provided that delivery within the time period specified above of copies
         of the Company's Quarterly Report on Form 10-Q prepared in compliance

                                       13
<page>
         with the requirements therefor and filed with the Securities and
         Exchange Commission shall be deemed to satisfy the requirements of this
         Section 7.1 (a);

                   (b)     Annual Statements -- within 105 days after the end of
                  each fiscal year of the Company, duplicate copies of

                            (i) a consolidated balance sheet of the Company and
                  its Subsidiaries, as at the end of such year, and

                           (ii) consolidated statements of earnings,
                  shareholders' equity and cash flows of the Company and its
                  Subsidiaries for such year,

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP, and accompanied by an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such financial statements present fairly, in
         all material respects, the consolidated financial position of the
         companies being reported upon and the consolidated results of their
         operations and cash flows in conformity with GAAP, and that the
         examination of such accountants in connection with such financial
         statements has been made in accordance with generally accepted auditing
         standards, and that such audit provides a reasonable basis for such
         opinion in the circumstances; provided that the delivery within the
         time period specified above of the Company's Annual Report on Form 10-K
         for such fiscal year (together with the Company's annual report to
         shareholders, if any, prepared pursuant to Rule 14a-3 under the
         Exchange Act) prepared in accordance with the requirements therefor and
         filed with the Securities and Exchange Commission shall be deemed to
         satisfy the requirements of this Section 7.1(b);

                   (c) SEC and Other Reports -- promptly upon filing with the
         Securities and Exchange Commission or their otherwise becoming
         available in final form, one copy of (i) each financial statement,
         report, notice or proxy statement sent by the Company or any Subsidiary
         to public securities holders or Debt holders generally, (ii) each
         regular or periodic report, each registration statement (without
         exhibits except as expressly requested by such holder), and each
         prospectus and all amendments thereto filed by the Company or any
         Subsidiary with the Securities and Exchange Commission and (iii) all
         other statements made available generally by the Company or any
         Subsidiary to the public concerning developments that are Material;

                   (d) Notice of Default or Event of Default -- within 5
         Business Days after a Responsible Officer becomes aware of the
         existence of any Default or Event of Default or that any Person has
         given any notice or taken any action with respect to a claimed default
         hereunder or that any Person has given any notice or taken any action
         with respect to a claimed default of the type referred to in Section
         12(f), a written notice specifying the nature and period of existence
         thereof and what action the Company is taking or proposes to take with
         respect thereto;

                                       14
<page>
                   (e) ERISA Matters -- within 10 days after a Senior Financial
         Officer becomes aware of any of the following, a written notice setting
         forth the nature thereof and the action, if any, that the Company or an
         ERISA Affiliate proposes to take with respect thereto:

                            (i) with respect to any Plan, any reportable event,
                  as defined in section 4043(c) of ERISA and the regulations
                  thereunder, for which notice thereof has not been waived
                  pursuant to such regulations as in effect on the date of the
                  Closing; or

                           (ii) the taking by the PBGC of steps to institute, or
                  the threatening by the PBGC of the institution of, proceedings
                  under section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by the Company or any ERISA Affiliate of a notice from
                  a Multiemployer Plan that such action has been taken by the
                  PBGC with respect to such Multiemployer Plan; or

                          (iii) any event, transaction or condition that could
                  result in the incurrence of any liability by the Company or
                  any ERISA Affiliate pursuant to Title I or IV of ERISA or the
                  penalty or excise tax provisions of the Code relating to
                  employee benefit plans, or in the imposition of any Lien on
                  any of the rights, properties or assets of the Company or any
                  ERISA Affiliate pursuant to Title I or IV of ERISA or such
                  penalty or excise tax provisions, if such liability or Lien,
                  taken together with any other such liabilities or Liens then
                  existing, could reasonably be expected to have a Material
                  Adverse Effect;

                   (f) Notices from Governmental Authority -- within 30 days of
         receipt thereof, copies of any notice to the Company or any Subsidiary
         from any Federal or state Governmental Authority relating to any order,
         ruling, statute or other law or regulation that could reasonably be
         expected to have a Material Adverse Effect; and

                   (g) Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company or
         any of its Subsidiaries or relating to the ability of the Company to
         perform its obligations under this Agreement, the Other Agreements and
         the Notes as from time to time may be reasonably requested by any such
         holder of Notes.

         Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
hereof shall be accompanied by a certificate of a Senior Financial Officer
setting forth:

                   (a) Covenant Compliance -- the information (including
         detailed calculations) required in order to establish whether the
         Company was in compliance with the requirements of Section 11.2 through
         Section 11.8, inclusive, during the quarterly or annual period covered
         by the statements then being furnished (including with respect to each
         such Section, where applicable, the calculations of the maximum or

                                       15
<page>
         minimum amount, ratio or percentage, as the case may be, permissible
         under the terms of such Sections, and the calculation of the amount,
         ratio or percentage then in existence); and

                   (b) Event of Default -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Company and its Subsidiaries from the beginning of
         the quarterly or annual period covered by the statements then being
         furnished to the date of the certificate and that such review shall not
         have disclosed the existence during such period of any condition or
         event that constitutes a Default or an Event of Default or, if any such
         condition or event existed or exists (including, without limitation,
         any such event or condition resulting from the failure of the Company
         or any Subsidiary to comply with any Environmental Law), specifying the
         nature and period of existence thereof and what action the Company
         shall have taken or proposes to take with respect thereto.

         Section 7.3. Inspection. The Company shall permit the representatives
of each holder of Notes that is an Institutional Investor:

                   (a) No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Company,
         to discuss the affairs, finances and accounts of the Company and its
         Subsidiaries with the Company's officers, and (with the consent of the
         Company, which consent will not be unreasonably withheld) its
         independent public accountants, and (with the consent of the Company,
         which consent will not be unreasonably withheld) to visit the other
         offices and properties of the Company and each Subsidiary, all at such
         reasonable times and as often as may be reasonably requested in
         writing; and

                   (b) Default -- if a Default or Event of Default then exists,
         at the expense of the Company to visit and inspect any of the offices
         or properties of the Company or any Subsidiary, to examine all their
         respective books of account, records, reports and other papers, to make
         copies and extracts therefrom, and to discuss their respective affairs,
         finances and accounts with their respective officers and independent
         public accountants (and by this provision the Company authorizes said
         accountants to discuss the affairs, finances and accounts of the
         Company and its Subsidiaries), all at such reasonable times and as
         often as may be reasonably requested.

SECTION 8. PREPAYMENT OF THE NOTES.

         Section 8.1. Required Prepayments.

         (a) Series A Notes. There shall be no scheduled principal prepayments
on account of the Series A Notes. The unpaid principal amount of each Series A
Note, together with accrued unpaid interest thereon, shall be due and payable on
October 1, 2007.

                                       16
<page>
         (b) Series B Notes. There shall be no scheduled principal prepayments
on account of the Series B Notes. The unpaid principal amount of each Series B
Note, together with accrued unpaid interest thereon, shall be due and payable on
October 1, 2009.

         (c) Series C Notes. There shall be no scheduled principal prepayments
on account of the Series C Notes. The unpaid principal amount of each Series C
Note, together with accrued unpaid interest thereon, shall be due and payable on
October 1, 2010.

         Section 8.2. Optional Prepayments of Notes with Make-Whole Amount. The
Company may, at its option, upon notice as provided below, prepay at any time
all, or from time to time any part of, either Series of Notes, on a pro rata
basis in respect of all Notes of such Series outstanding at such time, in an
amount not less than 5% of the aggregate principal amount of the Notes of such
Series then outstanding in the case of a partial prepayment, at 100% of the
principal amount so prepaid and accrued interest thereon to the date of
prepayment, plus the Make-Whole Amount determined for the prepayment date with
respect to the principal amount of Notes being so prepaid. The Company will give
each holder of Notes of such Series to be prepaid under this Section 8.2 written
notice of such optional prepayment not less than 30 days and not more than 60
days prior to the date fixed for such prepayment (which shall be a Business
Day). Each such notice shall specify such date, the aggregate principal amount
and the Series of the Notes to be prepaid on such date, the principal amount of
each Note held by such holder to be prepaid (determined in accordance with
Section 8.3), and the interest to be paid on the prepayment date with respect to
such principal amount being prepaid, and shall be accompanied by a certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to each holder
of a Note to be optionally prepaid under this Section 8.2 a certificate of a
Senior Financial Officer specifying the calculation of the Make-Whole Amount in
respect of such Notes as of the specified prepayment date. For the purposes of
avoidance of doubt, the Company may effect multiple partial prepayments of the
Notes pursuant to, and in accordance with the terms of, this Section 8.2.

         Section 8.3. Allocation of Note Partial Prepayments. In the case of
each partial prepayment of either Series of Notes pursuant to Section 8.2, the
principal amount of the Notes of the Series to be prepaid shall be allocated
among all of the Notes of such Series at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for prepayment. All partial prepayments made pursuant to any
Debt Offered Prepayment Application or pursuant to Section 8.6 with respect to a
Change in Control shall be applied only to the Notes of the holders who have
elected to participate in such prepayment.

         Section 8.4. Notes; Maturity; Surrender, Etc. In the case of each
prepayment of Notes pursuant to this Section 8, the principal amount of each
such Note to be prepaid shall mature and become due and payable on the date
fixed for such prepayment, together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and
after such date, unless the Company shall fail to pay such principal amount when
so due and payable, together with the interest and Make-Whole Amount, if any, as

                                       17
<page>
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.

         Any Debt Offered Prepayment Application in respect of the Notes shall
be on terms as set forth in Section 8.2 (other than any requirement in said
Section requiring a minimum prepayment amount or any requirement in said Section
that is inconsistent with a requirement in this Section 8.4) and this Section
8.4, provided that only those holders who shall have accepted any offer in
respect of such Debt Offered Prepayment Application shall have their Notes
prepaid, in whole or part, in connection therewith. Each notice of a Debt
Offered Prepayment Application made to the holders of Notes shall be in writing,
shall be executed by a Senior Financial Officer, shall reasonably identify the
property being Transferred, the portion of the Net Proceeds Amount in respect of
such Transferred property being utilized in connection with such Debt Offered
Prepayment Application and all other Senior Debt being made subject to such Debt
Offered Prepayment Application, shall calculate the Ratable Portion in respect
of each holder of Notes with respect to such Net Proceeds Amount and shall
specify the date on which such Debt Offered Prepayment Application will be
effected, which date will be not less than 35 days and not more than 90 days
after the date of notice. To accept or reject a Debt Offered Prepayment
Application, a holder of Notes shall cause a written notice of such acceptance
or rejection to be delivered to the Company not later than 30 days after the
date on which such notice is delivered to such holder. A failure by any holder
of Notes to respond in writing to a notice of a Debt Offered Prepayment
Application by the deadline set forth above shall be deemed to constitute an
acceptance of the same. If a Debt Offered Prepayment Application is accepted or
is deemed to have been accepted, the amounts payable in respect thereof shall
become due and payable on the date set therefor in the notice in respect
thereof.

         Any prepayment of Notes in respect of a Change in Control under Section
8.6 shall be on terms as set forth in said Section 8.6, provided that only those
holders who shall have accepted the offer under said Section 8.6 shall have
their Notes prepaid in whole in connection therewith.

         Section 8.5. Purchase of Notes. The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes (including, without limitation, any prepayment of the Notes contemplated
in connection with a Debt Offered Prepayment Application or a Change in Control
accepted by any holder of Notes). The Company will promptly cancel all Notes
acquired by it or any Affiliate pursuant to any payment, prepayment or purchase
of Notes pursuant to any provision of this Agreement and no Notes may be issued
in substitution or exchange for any such Notes.

         Section 8.6.    Offer to Prepay upon Change in Control, Etc.

         (a) Notice and Offer. In the event of either (i) a Change in Control,
or (ii) the obtaining of actual knowledge of a Control Event by a Senior
Financial Officer, the Company will, within five Business Days of the occurrence
of either of such events, give written notice of such Change in Control or
Control Event to each holder of Notes by facsimile transmission and,

                                       18
<page>
simultaneously with the sending of such facsimile notice, send a copy of such
notice to each such holder via an overnight courier of national reputation. Such
written notice shall contain, and such written notice shall constitute, an
irrevocable offer to prepay all, but not less than all, the Notes held by such
holder on a date specified in such notice (the "Control Prepayment Date") that
is not less than 60 days and not more than 90 days after the date of such
notice, provided that, in the case of a Control Event that does not give rise to
a Change in Control, such notice shall be null and void and in the case of a
Control Event that does give rise to a Change in Control which shall occur more
than 90 days following the date the written notice required by this Section
8.6(a) must be given, the Control Prepayment Date may be delayed by the Company
to a date not later than the date on which the Change in Control arising from
such Control Event shall actually be consummated or finalized. If the Control
Prepayment Date shall not be specified in such notice, the Control Prepayment
Date shall be the 60th day after the date of such notice; it being understood by
the parties hereto, for purposes of the avoidance of doubt, that any such notice
shall be dated the date on which it is first given to the holders of Notes and
that all notices to all holders of Notes shall bear the same date.

         If the Company shall not have received a written response to such
written notice from any holder of Notes within 10 days after the date of the
facsimile transmission of such notice to such holder, the Company shall use its
best efforts to send a second written notice via an overnight courier of
national reputation to such holder of Notes but shall be under no obligation to
do so.

         (b) Acceptance and Payment; Rejection.

                   (i) Acceptance and Payment. To accept or reject such offered
         prepayment, a holder of Notes shall cause a notice of such acceptance
         or rejection to be delivered to the Company not later than 30 days
         after the date of the notice constituting such offered prepayment
         (which, if there shall have been two written notices, shall be deemed
         to be the first written notice). If so accepted, such offered
         prepayment in respect of such principal amount of such Notes shall be
         due and payable on the Control Prepayment Date. Such offered prepayment
         shall be made at 100% of the principal amount of the Notes held by
         holders having accepted such offer, together with interest on the Notes
         then being prepaid accrued to the Control Prepayment Date, if any.

                  (ii) Rejection. A failure by any holder of Notes to respond in
         writing to all written offers of prepayment referred to in Section
         8.6(b) by the deadlines set forth therein shall be deemed to constitute
         a rejection of such offer by such holder.

         (c) Officer's Certificate. Each offer to prepay the Notes pursuant to
this Section 8.6 shall be accompanied by a certificate, executed by a Senior
Financial Officer and dated the date of such offer, specifying:

                   (i)     the Control Prepayment Date;

                                       19
<page>
                  (ii) that such offer is being made pursuant to this Section
         8.6 and that failure by a holder to respond to such offer by the
         deadlines as established by this Section 8.6 shall result in such offer


                 (iii) the interest that would be due on each such Note offered
         to be prepaid, accrued to the date fixed for payment;

                  (iv) that the conditions of this Section 8.6 have been
         fulfilled; and

                   (v) in reasonable detail, a description of the nature and
         date or proposed date of the Change in Control.

         (d)    Cancellation  of Notes.  Any Note  acquired by the Company
         under this Section 8.6 shall be cancelled  and shall not be reissued.

         Section 8.7. Make-Whole Amount. The term "Make-Whole Amount" means,
with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the avoidance of doubt, the Company and you agree
that the determination of Reinvestment Yield and Remaining Average Life in
respect of Notes of each Series will be different and will result in different
Make-Whole Amounts in respect of the Notes of each Series.

         For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:

                  "Called Principal" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 8.2 or
         has become or is declared to be immediately due and payable pursuant to
         Section 13.1, as the context requires.

                  "Discounted Value" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting the amount of such
         Called Principal and interest payable in respect thereof from, in the
         case of the Called Principal, the maturity date in respect of such Note
         to the Settlement Date and, in the case of such interest, the scheduled
         dates of payment hereunder in respect thereof to the Settlement Date,
         in accordance with accepted financial practice and at a discount factor
         (applied on the same periodic basis as that on which interest on such
         Note is payable) equal to the Reinvestment Yield with respect to such
         Called Principal.

                  "Reinvestment Yield" means, with respect to the Called
         Principal of any Note, the sum of (a) 0.50% per annum plus (b) the
         yield to maturity implied by (i) the yields reported, as of 10:00 a.m.
         (New York City time) on the second Business Day preceding the
         Settlement Date with respect to such Called Principal, on the display
         designated as "Page U.S.D." of the Bloomberg Financial Markets Services
         Screen (or, if not available, any other nationally recognized trading
         screen reporting on-line intraday trading in the U.S. Treasury
         securities) for actively traded U.S. Treasury securities having a

                                       20
<page>
         maturity equal to the Remaining Average Life of such Called Principal
         as of such Settlement Date, or (ii) if such yields are not reported as
         of such time or the yields reported as of such time are not
         ascertainable (including by interpolation), the Treasury Constant
         Maturity Series Yields reported, for the latest day for which such
         yields have been so reported as of the second Business Day preceding
         the Settlement Date with respect to such Called Principal, in Federal
         Reserve Statistical Release H.15 (519) (or any comparable successor
         publication) for actively traded U.S. Treasury securities having a
         constant maturity equal to the Remaining Average Life of such Called
         Principal as of such Settlement Date. Such implied yield will be
         determined, if necessary, by (1) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (2) interpolating linearly between (A) the
         actively traded U.S. Treasury security with the maturity closest to and
         greater than the Remaining Average Life and (B) the actively traded
         U.S. Treasury security with the maturity closest to and less than the
         Remaining Average Life.

                  "Remaining Average Life" means, with respect to the Called
         Principal of any Note, the number of years (calculated to the nearest
         one-twelfth year) that will elapse between the Settlement Date with
         respect to such Called Principal and the maturity date of the Note in
         respect thereof.

                  "Settlement Date" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to Section 8.2 or has become or is declared to be immediately
         due and payable pursuant to Section 13.1, as the context requires.

SECTION 9. INTEREST ON THE NOTES.

         Section 9.1. Series A Notes. Interest shall accrue on the unpaid
principal balance of the Series A Notes on the basis of a 360-day year of twelve
30-day months at the rate of 3.97% per annum and shall be payable, in arrears,
semiannually on April 1 and October 1 in each year, commencing on April 1, 2004,
until the principal amount of the Series A Notes in respect of which such
interest shall have accrued shall become due and payable, and interest shall
accrue on any overdue principal (including any overdue prepayment of principal),
Make-Whole Amount, if any, and (to the extent permitted by applicable law) on
any overdue installment of interest on the Series A Notes at a rate equal to the
Series A Default Rate.

         Section 9.2. Series B Notes. Interest shall accrue on the unpaid
principal balance of the Series B Notes on the basis of a 360-day year of twelve
30-day months at the rate of 4.74% per annum and shall be payable, in arrears,
semiannually on April 1 and October 1 in each year, commencing on April 1, 2004,
until the principal amount of the Series B Notes in respect of which such
interest shall have accrued shall become due and payable, and interest shall
accrue on any overdue principal (including any overdue prepayment of principal),
Make-Whole Amount, if any, and (to the extent permitted by applicable law) on
any overdue installment of interest on the Series B Notes at a rate equal to the
Series B Default Rate.

                                       21
<page>
         Section 9.3. Series C Notes. Interest shall accrue on the unpaid
principal balance of the Series C Notes on the basis of a 360-day year of twelve
30-day months at the rate of 5.05% per annum and shall be payable, in arrears,
semiannually on April 1 and October 1 in each year, commencing on April 1, 2004,
until the principal amount of the Series C Notes in respect of which such
interest shall have accrued shall become due and payable, and interest shall
accrue on any overdue principal (including any overdue prepayment of principal),
Make-Whole Amount, if any, and (to the extent permitted by applicable law) on
any overdue installment of interest on the Series C Notes at a rate equal to the
Series C Default Rate.

SECTION 10. AFFIRMATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

        Section 10.1. Compliance with Law. The Company will and will cause each
of its Subsidiaries to comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

        Section 10.2. Insurance. The Company will and will cause each of its
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance, self-insurance and insurance
provided by captive insurance companies, if adequate reserves are maintained
with respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.

        Section 10.3. Maintenance of Properties. The Company will and will cause
each of its Subsidiaries to maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried on in
connection therewith may be properly conducted at all times, provided that this
Section shall not prevent the Company or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance is
desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

        Section 10.4. Payment of Taxes and Claims. The Company will and will
cause each of its Subsidiaries to file all tax returns required to be filed in
any jurisdiction and to pay and discharge all taxes shown to be due and payable
on such returns and all other taxes, assessments, governmental charges, or
levies imposed on them or any of their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent and all claims for which sums have become due and
payable that have or might become a Lien on properties or assets of the Company

                                       22
<page>
or any Subsidiary (including, without limitation, mechanic's liens or other
similar construction liens), provided that neither the Company nor any
Subsidiary need pay any such tax or assessment or claims if (a) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and the Company
or such Subsidiary has established adequate reserves therefore in accordance
with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment
of all such taxes and assessments and claims in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

        Section 10.5. Corporate Existence, Etc. The Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Section 11.2 and Section 11.7, the Company will at all times preserve and keep
in full force and effect the corporate or other entity existence of each of its
Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and
franchises of the Company and its Subsidiaries unless, in the good faith
judgment of the Company, the termination of or failure to preserve and keep in
full force and effect such corporate existence, right or franchise could not,
individually or in the aggregate, have a Material Adverse Effect.

        Section 10.6. Pari Passu Obligations. The Company covenants that its
obligations under the Notes and under this Agreement and the Other Agreements do
and will rank at least pari passu in right of payment with all of its present
and future unsecured and unsubordinated indebtedness, except for those
obligations that are mandatorily preferred by law.

SECTION 11.          NEGATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

        Section 11.1. Transactions with Affiliates. The Company will not and
will not permit any Subsidiary to enter into directly or indirectly any
transaction or Material group of related transactions (including, without
limitation, the purchase, lease, sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate (other than the Company or a
Subsidiary), except in the ordinary course and pursuant to the reasonable
requirements of the Company's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than would
be obtainable in a comparable arm's-length transaction with a Person not an
Affiliate.

        Section 11.2. Merger, Consolidation, Etc. The Company will not and will
not permit any of its Subsidiaries to consolidate, amalgamate or merge with or
into any other Person or convey, transfer or lease all or substantially all of
its assets in a single transaction or series of transactions to any Person
(except that (x) any Subsidiary may consolidate, amalgamate or merge with or
into, or convey, transfer or lease all or substantially all of its assets in a
single transaction or series of transactions to, the Company or any Wholly-Owned
Subsidiary and (y) any Subsidiary may transfer or lease all or substantially all
of its assets if permitted pursuant to Sections 11.7(d) or (e)), provided that
the foregoing restrictions do not apply to the consolidation, amalgamation or
merger of the Company with or into, or the conveyance, transfer or lease of all

                                       23
<page>
or substantially all of the assets of the Company in a single transaction or
series of transactions to, any Person so long as:

                   (i) the successor formed by such consolidation or
         amalgamation or the survivor of such merger or the Person that acquires
         by conveyance, transfer or lease all or substantially all of the assets
         of the Company as an entirety, as the case may be (the "Successor
         Company"), shall be a solvent corporation organized and existing under
         the laws of the United States of America or any State thereof
         (including, without limitation, the District of Columbia);

                  (ii) if the Company is not the Successor Company, such
         Successor Company shall have executed and delivered to each holder of
         any Notes its assumption of the due and punctual payment of the
         principal of and premium, if any, and interest on all of the Notes,
         according to their tenor, and the due and punctual performance and
         observance of each covenant and condition of this Agreement, the Other
         Agreements and the Notes and shall have caused to be delivered to each
         holder of any Notes an opinion of nationally recognized independent
         counsel, or other independent counsel reasonably satisfactory to the
         Required Holders, to the effect that all agreements or instruments
         effecting such assumption have been duly authorized, executed and
         delivered and are enforceable in accordance with their terms and comply
         with the terms hereof; and

                 (iii) immediately before and after giving effect to such
         transaction no Default or Event of Default would exist.

        Section 11.3. Maximum Amount of Consolidated Debt. The Company will not
at any time permit the ratio of Consolidated Debt to Consolidated Operating Cash
Flow to exceed 3.50 to 1.00 for the immediately preceding four fiscal quarter
period taken as a single accounting period ending on the date of calculation.

        Section 11.4. Priority Debt. The Company will not, at any time, permit
Priority Debt to exceed 30% of Consolidated Net Worth determined as of the end
of the most recently ended fiscal quarter of the Company.

        Section 11.5. Subsidiary Debt. In addition to and not in limitation of
any other applicable restrictions herein, including Sections 11.3 and 11.4, the
Company will not, at any time, permit any Subsidiary to, directly or indirectly,
create, incur, assume, guarantee, have outstanding, or otherwise become or
remain directly or indirectly liable with respect to, any Debt other than:

                   (a) Debt of a Subsidiary outstanding on the date of Closing
         and identified on Schedule 5.15 and any extension, renewal, refinancing
         or refunding thereof, provided that the principal amount thereof is not
         increased;

                   (b) Debt of a Subsidiary owed to the Company or a
         Wholly-Owned Subsidiary;

                                       24
<page>
                   (c) Debt of a Subsidiary outstanding at the time such
         Subsidiary becomes a Subsidiary, provided that (i) such Debt shall not
         have been incurred in contemplation of such Subsidiary becoming a
         Subsidiary and (ii) immediately after such Subsidiary becomes a
         Subsidiary, no Default or Event of Default shall exist, and provided,
         further, that such Debt shall not be extended, renewed, refinanced or
         refunded except as otherwise provided herein;

                   (d) Debt of one or more Special Purpose Subsidiaries incurred
         in connection with a Permitted Receivables Securitization Program,
         which Debt shall not at any time exceed $150,000,000 aggregate
         principal amount aggregating all such Special Purpose Subsidiaries; and

                   (e) Debt of a Subsidiary in addition to that otherwise
         permitted by the foregoing provisions, provided that on the date such
         Subsidiary incurs or otherwise becomes liable with respect to any such
         Debt, and immediately after giving effect to the incurrence thereof, no
         Default or Event of Default exists hereunder, including, without
         limitation, under Section 11.4.

         For the purposes of this Section 11.5, any Person becoming a Subsidiary
after the date of the Closing shall be deemed, at the time it becomes such a
Subsidiary, to have incurred all of its then outstanding Debt.

        Section 11.6. Consolidated Net Worth. The Company will not, at any time,
permit Consolidated Net Worth to be less than the sum of

                   (i) $410,000,000, plus

                  (ii) an aggregate amount equal to 25% of Consolidated Net
         Earnings (but only if a positive number) for each completed Fiscal Year
         beginning with the Fiscal Year ending December 31, 2003.

        Section 11.7. Liens. The Company will not and will not permit any of its
Subsidiaries to directly or indirectly create, incur, assume or permit to exist
(upon the happening of a contingency or otherwise) any Lien on or with respect
to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or such
Subsidiary, whether now owned or held or hereafter acquired, or any income or
profits therefrom or assign or otherwise convey any right to receive such income
or profits (unless it makes, or causes to be made, effective provision whereby
the Notes will be equally and ratably secured with any and all other obligations
thereby secured, such security to be pursuant to an agreement reasonably
satisfactory to the Required Holders providing for such security (including an
opinion of counsel to the Company to the effect that the holders of the Notes
are so equally and ratably secured) and, in any such case, the Notes shall have
the benefit, to the fullest extent that, and with such priority as, the holders
of the Notes may be entitled under applicable law, of an equitable Lien on such
property), provided that the foregoing restrictions and limitations shall not
apply to:

                                       25
<page>
                   (a) (i) Liens for taxes, assessments or other governmental
         charges (including ERISA Liens) the payment of which is not at the time
         required by Section 10.4, and (ii) statutory Liens of landlords and
         Liens of carriers, warehousemen, mechanics, materialmen, inventory
         suppliers and other similar Liens, in each case, incurred in the
         ordinary course of business for sums not yet due or the payment of
         which is not at the time required by Section 10.4;

                   (b) Liens (i) arising from judicial attachments and
         judgments, (ii) securing appeal bonds or supersedeas bonds, or (iii)
         arising in connection with court proceedings (including, without
         limitation, surety bonds and letters of credit or any other instrument
         serving a similar purpose),

         provided that (1) the execution or other enforcement of such Liens is
         effectively stayed, (2) the claims secured thereby are being actively
         contested in good faith and by appropriate proceedings and (3) adequate
         book reserves shall have been established and maintained with respect
         thereto in accordance with GAAP;

                   (c) Liens (other than any Lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business (i) in connection with
         workers' compensation, unemployment insurance and other types of social
         security or retirement benefits, or (ii) to secure (or to obtain
         letters of credit that secure) the performance of tenders, statutory
         obligations, surety bonds, appeal bonds, bids, leases (other than
         Capital Leases), performance bonds, purchase, construction or sales
         contracts, leases and other similar obligations, in each case not
         incurred or made in connection with the borrowing of money, the
         obtaining of advances or credit or the payment of the deferred purchase
         price of property, and which Liens do not, in the aggregate, materially
         impair the use of the property subject thereto in the operation of the
         business of the Company and the Subsidiaries, taken as a whole, or the
         value of such property for the purposes of such business;

                   (d) leases or subleases granted to others, easements,
         rights-of-way, restrictions, zoning restrictions, governmental
         restrictions in respect of any property or property right or franchise
         of the Company or any Subsidiary and other similar charges or
         encumbrances, in each case incidental to, and not interfering with, the
         ordinary conduct of the business of the Company and the Subsidiaries,
         taken as a whole, provided that such charges and encumbrances do not,
         in the aggregate, materially detract from the value of such property;

                   (e) Liens existing on the date of the Closing as set forth on
         Schedule 11.7;

                   (f) Liens on property or assets of the Company or any of its
         Subsidiaries securing Debt owing to the Company or any Subsidiary;

                   (g) Liens arising from the Transfer by ICC (or any other
         Subsidiary primarily responsible for providing credit to the customers
         of the Company and its Subsidiaries) of all or any of its receivables,
         whether with or without recourse to ICC, the Company or any other

                                       26
<page>
         Subsidiary, which Liens shall extend solely to such receivables, the
         proceeds in respect thereof, receivables substituted therefor and books
         or records in respect thereof, provided that such Transfer is an
         arm's-length transaction, not accounted for under GAAP as a secured
         loan and, in the good faith opinion of a Senior Financial Officer, for
         fair value and in the best interests of the Company and the
         Subsidiaries, taken as a whole, and provided, further, that recourse to
         ICC, the Company or any other Subsidiary in connection with any such
         Transfer shall be limited to (i) liabilities arising from the breach of
         warranties made by ICC or such other Subsidiary in connection with such
         Transfer and (ii) an amount, with respect to any such Transfer and in
         addition to clause (i) above, not in excess of 30% of the proceeds of
         the disposition of the receivables so transferred in such Transfer;

                   (h) Liens created to secure all or any part of the purchase
         price, or to secure Debt incurred or assumed to pay all or any part of
         the purchase price or cost of construction, of property (or any
         improvement thereon) acquired or constructed by the Company or any of
         its Subsidiaries, provided that all of the following conditions are
         satisfied:

                            (i) any such Lien shall extend solely to the item or
                  items of such property (or improvement thereon) or proceeds
                  thereof so acquired or constructed and, if required by the
                  terms of the instrument originally creating such Lien, other
                  property (or improvement thereon) which is an improvement to
                  or is acquired for specific use in connection with such
                  acquired or constructed property (or improvement thereon) or
                  which is real property being improved by such acquired or
                  constructed property (or improvement thereon),

                           (ii) the principal amount of the Debt secured by any
                  such Lien shall at no time exceed an amount equal to the
                  lesser of (A) the cost to such Person of the property (or
                  improvement thereon) so acquired or constructed and (B) the
                  Fair Market Value (as determined in good faith by the Board of
                  Directors of the Company) of such property (or improvement
                  thereon) at the time of such acquisition or construction,

                          (iii) any such Lien shall be created contemporaneously
                  with, or within 180 days after, the acquisition or
                  construction of such property, and

                           (iv) at the time of creation, incurrence, assumption
                  or guarantee of the Debt secured by such Lien and after giving
                  effect thereto, no Default or Event of Default would exist;

                   (i) Liens existing on property of a Person immediately prior
         to its being consolidated or amalgamated with or merged into the
         Company or any Subsidiary or its becoming a Subsidiary, or any Lien
         existing on any property acquired by the Company or any Subsidiary at
         the time such property is so acquired (whether or not the Debt secured
         thereby shall have been assumed), provided that

                                       27
<page>
                            (i) no such Lien shall have been created or assumed
                  in contemplation of such consolidation, amalgamation or merger
                  or such Person's becoming a Subsidiary or such acquisition of
                  property,

                           (ii) each such Lien shall extend solely to the item
                  or items of property so acquired and proceeds thereof and, if
                  required by the terms of the instrument originally creating
                  such Lien, other property which is an improvement to or is
                  acquired for specific use in connection with such acquired
                  property,

                          (iii) the principal amount of the Debt secured by any
                  such Lien shall at no time exceed an amount equal to the Fair
                  Market Value (as determined in good faith by the Board of
                  Directors of the Company) of such property (or improvement
                  thereon) at the time of such consolidation, merger, becoming a
                  Subsidiary or acquisition, and

                           (iv) at the time of creation, incurrence, assumption
                  or guarantee of the Debt secured by such Lien and, after
                  giving effect thereto, no Default or Event of Default would
                  exist;

                   (j) Liens renewing, extending or replacing Liens permitted by
         clause (e), (h) or (i) above, provided that all of the following
         conditions are satisfied:

                            (i) no such new Lien shall extend to any property of
                  the Company or any of its Subsidiaries other than property
                  already encumbered by the existing Lien being so renewed or
                  replaced,

                           (ii) the principal amount of the underlying
                  obligation secured by such existing Lien outstanding at the
                  time of such renewal or replacement shall not be increased in
                  connection with such renewal or replacement and the average
                  life thereof shall not be reduced, and

                          (iii) immediately after such extension, renewal or
         refunding no Default or Event of Default would exist;

                   (k) Liens on assets of Special Purpose Subsidiaries securing
         Debt of such Special Purpose Subsidiaries pursuant to the Permitted
         Receivables Securitization Program; and

                   (l) if and so long as no Default or Event of Default exists
         hereunder, including, without limitation under Section 11.4, Liens
         securing Debt of the Company or any Subsidiary in addition to those
         described in clauses (a) through (k) above.

For the purposes of this Section 11.7, any Person becoming a Subsidiary after
the date of the Closing shall be deemed, at the time it becomes such a
Subsidiary, to have incurred all of its then existing Liens securing outstanding
Debt.

                                       28
<page>
        Section 11.8. Sale of Assets, Etc. The Company will not and will not
permit any of its Subsidiaries to make any Transfer, provided that the foregoing
restriction does not apply to a Transfer if:

                   (a) the property that is the subject of such Transfer
         constitutes either (i) inventory or (ii) equipment, fixtures, supplies
         or materials no longer required in the operation of the business of the
         Company or any of its Subsidiaries or that is obsolete, and, in each
         case, such Transfer is in the ordinary course of business;

                   (b) such Transfer is (i) from a Subsidiary to the Company or
         a Wholly-Owned Subsidiary or (ii) from the Company to a Wholly-Owned
         Subsidiary, in each case, so long as immediately before and after
         giving effect to the consummation of any such Transfer, no Default or
         Event of Default would exist;

                   (c) such Transfer is subject to Section 11.2 and satisfies
         the requirements thereof;

                   (d) such Transfer is of receivables of ICC (or any other
         Subsidiary primarily responsible for providing credit to the customers
         of the Company and its Subsidiaries), whether with or without recourse
         to ICC, the Company or any other Subsidiary, provided that such
         Transfer is an arm's-length transaction, not accounted for under GAAP
         as a secured loan and, in the good-faith opinion of a Senior Financial
         Officer, for fair value and in the best interests of the Company and
         the Subsidiaries, taken as a whole, and provided, further, that
         recourse to ICC, the Company or any other Subsidiary in connection with
         any such Transfer shall be limited to (i) liabilities arising from the
         breach of warranties made by ICC or such other Subsidiary in connection
         with any such Transfer and (ii) an amount, with respect to any such
         Transfer and in addition to clause (i) above, not in excess of 30% of
         the proceeds of the disposition of the receivables so transferred in
         such Transfer;

                   (e) such Transfer involves only receivables owned by the
         Company or a Subsidiary being transferred to a Special Purpose
         Subsidiary for fair market value pursuant to the Permitted Receivables
         Securitization Program; or

                   (f) such Transfer is not a Transfer described in clause (a)
         through clause (d) above (each such Transfer is referred to as a
         "Basket Transfer"), and all of the following conditions shall have been
         satisfied with respect to such Transfer:

                            (i) in the good faith opinion of the Board of
                  Directors of the Company, the Transfer is in exchange for
                  consideration with a Fair Market Value at least equal to that
                  of the property exchanged, and is in the best interests of the
                  Company and its Subsidiaries, taken as a whole,

                           (ii) immediately before and after giving effect to
                  such transaction no Default or Event of Default would exist,
                  and

                                       29
<page>
                          (iii) immediately after giving effect to such
                  Transfer, the book value of all property (including the
                  property that was the subject of such Transfer) that was the
                  subject of each Basket Transfer occurring during the current
                  Fiscal Year would not exceed 15% of Consolidated Total Assets
                  determined as of the end of the then most recently ended
                  Fiscal Year.

                  If the Net Proceeds Amount for any Basket Transfer is applied
         to a Debt Offered Prepayment Application and/or is applied to, or
         committed in writing to, a Property Reinvestment Application, in each
         case within 365 days after the consummation of such Transfer (and, in
         the case of any such commitment, such Property Reinvestment Application
         is actually consummated within 30 days after the expiration of such
         365-day period), then such Basket Transfer, to the extent of such
         application or applications of such Net Proceeds Amount, shall be
         excluded from any calculations set forth above in subclause (iii) of
         this clause (e).

         For purposes of determining the book value of any property that is the
subject of a Transfer, such book value shall be the book value of such property,
as determined in accordance with GAAP, at the time of the consummation of such
Transfer, provided that, in the case of a Transfer of any capital stock or other
equity interests of a Subsidiary, the book value thereof shall be deemed to be
an amount equal to

                   (A) the remainder (determined after eliminating all
         intra-company transactions, assets and liabilities in accordance with
         GAAP) of

                            (1) the book value of the total net assets of such
                                Subsidiary less

                            (2) the liabilities of such Subsidiary times

                   (B) a percentage that is equal to the percentage of total
         equity interests of such Subsidiary attributable to the capital stock
         or other equity interest being so Transferred.

        Section 11.9. Line of Business. The Company will not and will not permit
any of its Subsidiaries to engage in any business if, as a result, the general
nature of the business in which the Company and its Subsidiaries, taken as a
whole, would then be engaged would be substantially changed from the general
nature of the business in which the Company and its Subsidiaries, taken as a
whole, are engaged on the date of the Closing as described in the Memorandum.

SECTION 12. EVENTS OF DEFAULT.

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

                   (a) the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise; or

                                       30
<page>
                   (b) the Company defaults in the payment of any interest on
         any Note for more than 5 Business Days after the same becomes due and
         payable; or

                   (c) the Company defaults in the performance of or compliance
         with any term contained in any of Section 11.2 through Section 11.6,
         inclusive, Section 11.8, Section 11.9, or Section 7.1(d); or

                   (d) the Company defaults in the performance of or compliance
         with any term contained herein or in any Other Agreement (other than
         those referred to in paragraph (a), (b) or (c) of this Section 12) and
         such default is not remedied within 30 days after the earlier of (i) a
         Senior Financial Officer obtaining actual knowledge of such default and
         (ii) the Company's receiving written notice of such default from any
         holder of a Note (any such written notice to be identified as a "notice
         of default" and to refer specifically to this paragraph (d) of Section
         12); or

                   (e) any representation or warranty made in writing by or on
         behalf of the Company or by any officer of the Company in this
         Agreement, any Other Agreement or in any writing furnished in
         connection with the transactions contemplated hereby or thereby proves
         to have been false or incorrect in any material respect on the date as
         of which made; or

                   (f) (i) the Company or any Subsidiary is in default (as
         principal or as guarantor or other surety) in the payment of any
         principal of or premium or make-whole amount or interest on any Debt
         (other than Debt under this Agreement, the Other Agreements and the
         Notes) after notice and beyond any period of grace provided with
         respect thereto, that individually or together with such other Debt as
         to which any such failure exists has an aggregate outstanding principal
         amount of at least $10,000,000 (or its equivalent in other applicable
         currencies), or

                           (ii) the Company or any Subsidiary is in default in
                  the performance of or compliance with any other term of any
                  evidence of any Debt (other than any term under this
                  Agreement, the Other Agreements and the Notes), that
                  individually or together with such other Debt as to which any
                  such failure exists has an aggregate outstanding principal
                  amount of at least $10,000,000 (or its equivalent in other
                  applicable currencies), or of compliance of any mortgage,
                  indenture or other agreement relating thereto or any other
                  condition exists, and as a consequence of such default or
                  condition such Debt has become, or has been declared, due and
                  payable before its stated maturity or before its regularly
                  scheduled dates of payment, or

                          (iii) as a consequence of the occurrence or
                  continuation of any event or condition (other than the passage
                  of time, the right of the holder of Debt to convert such Debt
                  into equity interests or in respect of any scheduled or
                  contractually agreed upon payments),

                                       31
<page>
                                     (A) the Company or any Subsidiary has
                           become obligated (other than at the Company's
                           election) to purchase or repay Debt before its
                           regular maturity or before its regularly scheduled
                           dates of payment in an aggregate outstanding
                           principal amount of at least $10,000,000 (or its
                           equivalent in other applicable currencies), or

                                     (B) one or more Persons have the right to
                           require the Company or any Subsidiary to purchase or
                           repay such Debt and have exercised such right; or

                   (g) the Company or any Material Subsidiary (i) is generally
         not paying, or admits in writing its inability to pay, its debts as
         they become due, (ii) files, or consents by answer or otherwise to the
         filing against it of, a petition for relief or reorganization or
         arrangement or any other petition in bankruptcy, for liquidation or to
         take advantage of any bankruptcy, insolvency, reorganization,
         moratorium or other similar law of any jurisdiction, (iii) makes an
         assignment for the benefit of its creditors, (iv) consents to the
         appointment of a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, (v) is adjudicated as insolvent or to be
         liquidated, or (vi) takes corporate action for the purpose of any of
         the foregoing; or

                   (h) a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by the Company
         or any Material Subsidiary, a custodian, receiver, trustee or other
         officer with similar powers with respect to the Company or any Material
         Subsidiary or with respect to any substantial part of the property of
         the Company or any Material Subsidiary, or constituting an order for
         relief or approving a petition for relief or reorganization or any
         other petition in bankruptcy or for liquidation or to take advantage of
         any bankruptcy or insolvency law of any jurisdiction, or ordering the
         dissolution, winding-up or liquidation of the Company or any Material
         Subsidiary, or any such petition shall be filed against the Company or
         any Material Subsidiary and such petition shall not be dismissed within
         60 days; or

                   (i) a final judgment or judgments for the payment of money
         aggregating in excess of $10,000,000 (or its equivalent in other
         applicable currencies) are rendered against one or more of the Company
         and the Subsidiaries and which judgments are not, within 60 days after
         entry thereof, bonded, discharged or stayed pending appeal, or are not
         discharged within 60 days after the expiration of such stay; or

                   (j) if (i) any, Plan shall fail to satisfy the minimum
         funding standards of ERISA or the Code for any plan year or part
         thereof or a waiver of such standards or extension of any amortization
         period is sought or granted under section 412 of the Code,

                           (ii) a notice of intent to terminate any Plan shall
                  have been or is reasonably expected to be filed with the PBGC
                  or the PBGC shall have instituted proceedings under ERISA
                  section 4042 to terminate or appoint a trustee to administer
                  any Plan or the PBGC shall have notified the Company or any
                  ERISA Affiliate that a Plan may become a subject of any such
                  proceedings,

                          (iii) the aggregate "amount of unfunded benefit
                  liabilities" (within the meaning of section 4001 (a)(18) of
                  ERISA) under all Plans subject to Title IV of ERISA,

                                       32
<page>
                  determined in accordance with Title IV of ERISA, shall exceed
                  $10,000,000,

                           (iv) the Company or any ERISA Affiliate shall have
                  incurred or is reasonably expected to incur any liability in
                  the nature of a penalty, excise tax or fine pursuant to Title
                  I or IV of ERISA or the penalty or excise tax provisions of
                  the Code relating to employee benefit plans,

                            (v) the Company or any ERISA Affiliate withdraws
                  from any Multiemployer Plan, or

                           (vi) the Company or any Subsidiary establishes or
                  amends any employee welfare benefit plan that provides
                  post-employment welfare benefits in a manner that would
                  increase the liability of the Company or such Subsidiary
                  thereunder;

         and any such event or events described in clauses (i) through (vi)
         above, either individually or together with any other such event or
         events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 12(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.

SECTION 13. REMEDIES ON DEFAULT, ETC.

        Section 13.1. Acceleration. (a) If an Event of Default with respect to
the Company described in paragraph (g) or paragraph (h) of Section 12 (other
than an Event of Default described in clause (i) of paragraph (g) or described
in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes then
outstanding shall automatically become immediately due and payable.

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

         (c) If any Event of Default described in paragraph (a) or (b) of
Section 12 has occurred and is continuing, any holder or holders of Notes at the
time outstanding affected by such Event of Default may at any time, at its or
their option, by notice or notices to the Company, declare all the Notes held by
it or them to be immediately due and payable.

                                       33
<page>
         Upon any Notes becoming due and payable under this Section 13.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in such Note free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that such Note is prepaid or
is accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

        Section 13.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 13.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise.

        Section 13.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to clause (b) or clause (c) of Section 13.1, the
holders of more than 50% in principal amount of the Notes then outstanding, by
written notice to the Company, may rescind and annul any such declaration and
its consequences if (a) the Company has paid all overdue interest on the Notes,
all principal due and payable on any Notes other than by reason of such
declaration, and all interest on such overdue principal, if any, and any
Make-Whole Amount that is due and payable in respect of the Notes other than by
reason of such declaration and any interest thereon and (to the extent permitted
by applicable law) any overdue interest in respect of the Notes, at the
applicable Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 18, and (c)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section
13.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

        Section 13.4. No Waivers or Election of Remedies, Expenses, Etc. No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 16, the Company
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all reasonable costs and expenses of such holder incurred in
any enforcement or collection under this Section 13, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

                                       34
<page>
SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

        Section 14.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

        Section 14.2. Transfer and Exchange of Notes. Upon surrender of any Note
at the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or his attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of Exhibit 1A or Exhibit 1 B. Each such new Note shall be dated and
bear interest from the date to which interest shall have been paid on the
surrendered Note or dated the date of the surrendered Note if no interest shall
have been paid thereon. The Company may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes. Notes shall not be transferred in denominations of less than
$1,000,000, provided that if necessary to enable the registration of transfer by
a holder of its entire holding of Notes, one Note may be in a denomination of
less than $1,000,000. Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.

        Section 14.3. Replacement of Notes. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and

                   (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another holder of a
         Note with a minimum net worth of at least $250,000,000, such Person's
         own unsecured agreement of indemnity shall be deemed to be
         satisfactory), or

                   (b) in the case of mutilation, upon surrender and
cancellation thereof,

                                       35
<page>
the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

 SECTION 15. PAYMENTS ON NOTES.

        Section 15.1. Place of Payment. Subject to Section 15.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Elyria, Ohio at the principal office of the Company
in such jurisdiction. The Company may at any time, by notice to each holder of a
Note, change the place of payment of the Notes so long as such place of payment
shall be either the principal office of the Company in the United States of
America or the principal office of a bank or trust company in the United States
of America.

        Section 15.2. Home Office Payment. So long as you or your nominee shall
be the holder of any Note, and notwithstanding anything contained in Section
15.1 or in such Note to the contrary, the Company will pay all sums becoming due
on such Note for principal, Make-Whole Amount, if any, and interest by the
method and at the address specified for such purpose below your name in Schedule
A, or by such other method or at such other address as you shall have from time
to time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, you shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 15.1. Prior
to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Company in exchange for a new Note or Notes pursuant to Section
14.2. The Company will afford the benefits of this Section 15.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 15.2.

SECTION 16.       EXPENSES, ETC.

        Section 16.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all reasonable costs
and expenses (including reasonable attorneys' fees of a special counsel and, if
reasonably required, local or other counsel) incurred by you and each Other
Purchaser or holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement or the Notes (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under this Agreement or the Notes or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with this Agreement or the Notes, or by reason of being a holder of
any Note, and (b) the reasonable costs and expenses, including financial

                                       36
<page>
advisors' fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring of
the transactions contemplated hereby and by the Notes. The Company will pay, and
will save you and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those retained by you).

        Section 16.2. Survival. The obligations of the Company under this
Section 16 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement or the Notes and the
termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

        Section 18.1. Requirements. This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of any of Sections 1, 2, 3, 4, 5, 6 and 22, or any defined
term (as it is used therein), will be effective as to you unless consented to by
you in writing, and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby, (i)
subject to the provisions of Section 13 relating to acceleration or rescission,
change the amount or time of any prepayment or payment of principal of, or
reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage
of the principal amount of the Notes the holders of which are required to
consent to any such amendment or waiver, or (iii) amend any of Sections 8,
12(a), 12(b), 13, 18 and 21.

        Section 18.2. Solicitation of Holders of Notes.

         (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions

                                       37
<page>
of this Section 18 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

         (b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

        Section 18.3. Binding Effect, Etc. Any amendment or waiver consented to
as provided in this Section 18 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Company
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the Company
and the holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term "this Agreement" and references thereto shall
mean this Agreement as it may from time to time be amended or supplemented.

        Section 18.4. Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the Notes to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to
be outstanding.

SECTION 19. NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                   (i) if to you or your nominee, to you or it at the address
         specified for such communications in Schedule A, or at such other
         address as you or it shall have specified to the Company in writing,

                  (ii) if to any other holder of any Note, to such holder at
         such address as such other holder shall have specified to the Company
         in writing, or

                                       38
<page>
                 (iii) if to the Company, to the Company at its address set
         forth at the beginning hereof to the attention of Chief Financial
         Officer, or at such other address as the Company shall have specified
         to the holder of each Note in writing.

Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 20
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 21. CONFIDENTIAL INFORMATION.

         For the purposes of this Section 21, "Confidential Information" means
information delivered to you by or on behalf of the Company or any of its
Subsidiaries in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Company and/or its Subsidiaries, provided
that such term does not include information that

                   (a) was publicly known or otherwise known to you prior to the
                       time of such disclosure,

                   (b) subsequently becomes publicly known through no act or
                       omission by you or any Person acting on your behalf,

                   (c) otherwise becomes known to you other than through
                       disclosure by the Company or any of its Subsidiaries, or

                   (d) constitutes financial statements delivered to you under
                       Section 7.1 that are otherwise publicly available.

                                       39
<page>
You will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by you in good faith to protect confidential
information of third parties delivered to you, provided that you may deliver or
disclose Confidential Information to:

                   (i) your directors, officers, trustees, employees, agents,
         attorneys and affiliates (to the extent such disclosure reasonably
         relates to the administration of the investment represented by your
         Notes),

                  (ii) your financial advisors and other professional advisors
         who agree to hold confidential the Confidential Information
         substantially in accordance with the terms of this Section 21,

                 (iii) any other holder of any Note other than a Competitor,

                  (iv) any Institutional Investor to which you sell or offer to
         sell such Note or any part thereof or any participation therein (if
         such Person has agreed in writing prior to its receipt of such
         Confidential Information to be bound by the provisions of this Section
         21),

                   (v) any Person other than a Competitor from which you offer
         to purchase any security of the Company (if such Person has agreed in
         writing prior to its receipt of such Confidential Information to be
         bound by the provisions of this Section 21),

                  (vi) any federal or state regulatory authority having
         jurisdiction over you,

                 (vii) the National Association of Insurance Commissioners or
         any similar organization, or any nationally recognized rating agency
         that requires access to information about your investment portfolio, or

                (viii) any other Person to which such delivery or disclosure may
         be necessary or appropriate:

                            (A) to effect compliance with any law, rule,
         regulation or order applicable to you,

                            (B) in response to any subpoena or other legal
         process,

                            (C) in connection with any litigation to which you
                  are a party, or

                            (D) if an Event of Default has occurred and is
                  continuing, to the extent you may reasonably determine such
                  delivery and disclosure to be necessary or appropriate in the
                  enforcement or for the protection of the rights and remedies
                  under your Notes and this Agreement.

Each holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section 21 as
though it were a party to this Agreement. On reasonable request by the Company

                                       40
<page>
in connection with the delivery to any holder of a Note of information required
to be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 21. Notwithstanding anything to the contrary set forth herein or in
any other written or oral understanding or agreement to which the parties hereto
are parties or by which they are bound, the parties acknowledge and agree that
(i) any obligations of confidentiality contained herein and therein do not apply
and have not applied from the commencement of discussions between the parties to
the tax treatment and tax structure of the transaction (and any related
transactions or arrangements), and (ii) each party (and each of its employees,
representatives, or other agents) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party relating to such tax treatment and tax structure, all
within the meaning of U.S. Treasury Regulations Section 1.6011-4.

SECTION 22. SUBSTITUTION OF PURCHASER.

         You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 22), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
22), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

SECTION 23. ADDITIONAL NOTE PROVISIONS.

         Subject to the terms and provisions hereof (including, but not limited
to, Section 11.3), the Company may, from time to time, issue and sell additional
promissory notes pursuant to agreements which may incorporate by reference all
or certain of the provisions of this Agreement and the Other Agreements. Such
incorporation by reference shall not have the effect of constituting such
promissory notes as Notes for any purpose, whether for acceleration of the
Notes, rescission of such acceleration, or the exercise of any other amendments
or waivers of the provisions hereof or of the Other Agreements, or otherwise.

SECTION 24. MISCELLANEOUS.

        Section 24.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind

                                       41
<page>
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

        Section 24.2. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding, any payment of principal
of or Make-Whole Amount or interest on any Note that is due on a date other than
a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable
on such next succeeding Business Day.

        Section 24.3. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

        Section 24.4. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

        Section 24.5. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.

        Section 24.6. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH STATE.

[Remainder of page intentionally blank. Next page is signature page.]

                                       42
<PAGE>

         If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                Very truly yours,

                              INVACARE CORPORATION



                          By:    /s/ Gregory C. Thompson
                          Name:  Gregory C. Thompson
                          Title: Senior Vice President & Chief Financial Officer

The foregoing is hereby agreed to as of the date thereof.

[PURCHASER]

        Metropolitan Life Insurance Company
By:     /s/ Judith A. Gulotta
Name:   Judith A. Gulotta
Title:  Director

        Teachers Insurance and Annuity Association of America
By:     /s/ Angela Brock-Kyle
Name:   Angela Brock-Kyle
Title:  Managing Director

        TIAA-CREF Life Insurance Company
By:     Teachers Insurance and Annuity Association of America, as Investment
        Manager
By:     /s/ Angela Brock-Kyle
Name:   Angela Brock-Kyle
Title:  Managing Director

        Medical Protective Company
By:     GE Asset Management Incorporated, its investment advisor
By:     /s/ Morian C. Mooers
Name:   Morian C. Mooers
Title:  Vice President - Private Investments

        GE Reinsurance Corporation
By:     GE Asset Management Incorporated, its investment advisor
By:     /s/ Morian C. Mooers
Name:   Morian C. Mooers
Title:  Vice President - Private Investments

        General Electric Capital Assurance Company
By:     GE Asset Management Incorporated, its investment advisor
By:     /s/ Morian C. Mooers
Name:   Morian C. Mooers
Title:  Vice President - Private Investments

        GE Life and Annuity Assurance Company
By:     GE Asset Management Incorporated, its investment advisor
By:     /s/ Morian C. Mooers
Name:   Morian C. Mooers
Title:  Vice President - Private Investments

        Midland National Life Insurance Company
By:     /s/ Adrian Duffy
Name:   Adrian Duffy
Title:  Managing Director

        North American Company for Life and Health Insurance of New York
By:     /s/ Adrian Duffy
Name:   Adrian Duffy
Title:  Managing Director

        North American Company for Life and Health Insurance
By:     /s/ Adrian Duffy
Name:   Adrian Duffy
Title:  Managing Director

        Massachusetts Mutual Life Insurance Company
By:     David L. Babson & Company Inc., as Investment Adviser
By:     /s/ Mark A. Ahmed
Name:   Mark A. Ahmed
Title:  Managing Director

                                       43
<page>
        C.M. Life Insurance Company
By:     David L. Babson & Company Inc., as Investment Sub-Adviser
By:     /s/ Mark A. Ahmed
Name:   Mark A. Ahmed
Title:  Managing Director

        Principal Life Insurance Company
By:     Principal Global Investors, LLC
        a Delaware limited liability company, its authorized signatory
By:     /s/ Karen A. Pearston
Name:   Karen A. Pearston
Title:  Counsel
By:     /s/ Christopher J. Henderson
Name:   Christopher J. Henderson
Title:  Counsel

        PHL Variable Insurance Company
By:     /s/ Christopher M. Wilkos
Name:   Christopher M. Wilkos
Title:  Senior Vice President

        Phoenix Life Insurance Company
By:     /s/ Christopher M. Wilkos
Name:   Christopher M. Wilkos
Title:  Senior Vice President

        American United Life Insurance Company
By:     /s/ Kent R. Adams
Name:   Kent R. Adams
Title:  V.P. Fixed Income Securities

        Lafayette Life Insurance Company
By:     American United Life Insurance Company, Its Agent
By:     /s/ Kent R. Adams
Name:   Kent R. Adams
Title:  V.P. Fixed Income Securities

        Pioneer Mutual Life Insurance Company
By:     American United Life Insurance Company, Its Agent
By:     /s/ Kent R. Adams
Name:   Kent R. Adams
Title:  V.P. Fixed Income Securities

        The State Life Insurance Company
By:     American United Life Insurance Company, Its Agent
By:     /s/ Kent R. Adams
Name:   Kent R. Adams
Title:  V.P. Fixed Income Securities

        American Family Life Insurance Company
By:     /s/ Phillip Hannifan
Name:   Phillip Hannifan
Title:  Investment Director

        Ameritas Life Insurance Corp.
By:     Ameritas Investment Advisors, Inc., as Agent
By:     /s/ Andrew S. White
Name:   Andrew S. White
Title:  Vice President Fixed Income Securities

        Acacia National Life Insurance Company
By:     Ameritas Investment Advisors, Inc., as Agent
By:     /s/ Andrew S. White
Name:   Andrew S. White
Title:  Vice President Fixed Income Securities

<PAGE>





                                   SCHEDULE A
                          (to Note Purchase Agreement)
                       INFORMATION RELATING TO PURCHASERS
<table>
<caption>
<s>                                                           <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
METROPOLITAN LIFE INSURANCE                                   $23,000,000          $5,000,000              $0
 COMPANY
One Madison Avenue
New York, New York 10010-3690
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1
and/or 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9, principal,
premium or interest") to:

         JP Morgan Chase Bank
         New York, New York  10010
         ABA #021-000-021
         Account Name:  Metropolitan Life Insurance Company
         Account Number:  002-2-410591

For all payments other than scheduled payments of principal and interest, the
Company shall seek instructions from the holder, and in the absence of
instructions to the contrary, will make such payments to the account and in the
manner set forth above.

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed:

         Metropolitan Life Insurance Company
         Investments, Private Placements
         10 Park Avenue, P.O. Box 1902
         Morristown, New Jersey 07962-1902
         Attention: Director
         Fax Number: (973) 355-4250

         With a copy (OTHER than with respect to deliveries of financial
statements) to:

         Metropolitan Life Insurance Company
         10 Park Avenue
         Morristown, New Jersey  07962-1902
         Attention:  Chief Counsel - Securities Investments (PRIV)
         Fax Number:  (973) 355-4338

<page>
Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  13-5581829

A-2
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
TEACHERS INSURANCE AND ANNUITY                                     $0                  $0             $11,000,000
  ASSOCIATION OF AMERICA
730 Third Avenue
New York, New York  10017-3206
</table>
Payments

All payments on or in respect of the Notes shall be made in immediately
available funds at the opening of business on the due date by electronic funds
transfer through the Automated Clearing House System to:

         Chase Manhattan Bank
         ABA #021-000-021
         New York, New York
         For deposit to the account of:  Teachers Insurance and Annuity
         Association of America
         Account Number:  900-9-000200
         For further credit to TIAA Account Number:  G07040
         On order of: Invacare Corporation
         Reference:  PPN 461203 B# 7/ Mat. Date: October 1, 2010/Coupon Rate:
         5.05%/P&I Breakdown

Notices

Contemporaneous with the above electronic funds transfer, setting forth (1) the
full name, private placement number and interest rate and maturity date of the
Notes; (2) the allocation of payment between principal, interest, premium or any
special payment; and (3) the name and address of the Bank (or Trustee) from
which such electronic funds transfer was sent, shall be delivered, mailed or
faxed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Accounting Division
         Phone Number:  (212) 916-6004
         Fax Number:  (212) 916-6955

                                      A-3
<page>
         with a copy to:

         Teachers Insurance and Annuity Association of America
         8500 Andrew Carnegie Boulevard
         Third Floor Mail Stop C3-01
         Charlotte, NC  28262
         Attention:  Marina Mavrakis, Managing Director
         Phone:  (704) 988-4277
         Fax:  (704) 988-1534

         All other communications shall be delivered or mailed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Division, Private Placements
         Fax Number:          (212) 490-9000

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  13-1624203

                                      A-4
<PAGE>

<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
TEACHERS INSURANCE AND ANNUITY                                 $4,500,000              $0                  $0
  ASSOCIATION OF AMERICA
730 Third Avenue
New York, New York  10017-3206
</table>
Payments

All payments on or in respect of the Notes shall be made in immediately
available funds at the opening of business on the due date by electronic funds
transfer through the Automated Clearing House System to:

         Chase Manhattan Bank
         ABA #021-000-021
         New York, New York
         For deposit to the account of:  Teachers Insurance and Annuity
         Association of America
         Personal Annuity Private Placements
         Account Number:  900-9-000200
         For further credit to TIAA Account Number:  G07320
         On order of: Invacare Corporation
         Reference:  PPN 461203 B* 1/ Mat. Date:  October 1, 2007/Coupon Rate:
         3.97%/P&I Breakdown

Notices

Contemporaneous with the above electronic funds transfer, setting forth (1) the
full name, private placement number and interest rate and maturity date of the
Notes; (2) the allocation of payment between principal, interest, premium or any
special payment; and (3) the name and address of the Bank (or Trustee) from
which such electronic funds transfer was sent, shall be delivered, mailed or
faxed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Accounting Division
         Phone Number:  (212) 916-6004
         Fax Number:  (212) 916-6955
<page>
                                      A-5

         with a copy to:

         Teachers Insurance and Annuity Association of America
         8500 Andrew Carnegie Boulevard
         Third Floor Mail Stop C3-01
         Charlotte, NC  28262
         Attention:  Marina Mavrakis, Managing Director
         Phone:  (704) 988-4277
         Fax:  (704) 988-1534

         All other communications shall be delivered or mailed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Division, Private Placements
         Fax Number:          (212) 490-9000

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  13-1624203

                                      A-6
<PAGE>

<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
TIAA-CREF LIFE INSURANCE COMPANY                               $4,500,000              $0                  $0
730 Third Avenue
New York, New York  10017-3206
</table>
Payments

All payments on or in respect of the Notes shall be made in immediately
available funds at the opening of business on the due date by electronic funds
transfer through the Automated Clearing House System to:

         Chase Manhattan Bank
         ABA #021-000-021
         New York, New York
         For deposit to the account of:  TIAA-CREF Life PA Select Private
         Placements
         Account Number:  900-9-000200
         For further credit to TIAA Account Number:  G08045
         On order of: Invacare Corporation
         Reference:  PPN 461203 B* 1/ Mat. Date:  October 1, 2007/Coupon Rate:
         3.97%/P&I Breakdown

Notices

Contemporaneous with the above electronic funds transfer, setting forth (1) the
full name, private placement number and interest rate and maturity date of the
Notes; (2) the allocation of payment between principal, interest, premium or any
special payment; and (3) the name and address of the Bank (or Trustee) from
which such electronic funds transfer was sent, shall be delivered, mailed or
faxed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Accounting Division
         Phone Number:  (212) 916-6004
         Fax Number:  (212) 916-6955

                                      A-7
<page>
         with a copy to:

         Teachers Insurance and Annuity Association of America
         8500 Andrew Carnegie Boulevard
         Third Floor Mail Stop C3-01
         Charlotte, NC  28262
         Attention:  Marina Mavrakis, Managing Director
         Phone:  (704) 988-4277
         Fax:  (704) 988-1534

         All other communications shall be delivered or mailed to:

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Division, Private Placements
         Fax Number:          (212) 490-9000

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number: 13-3917848

                                      A-8
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MEDICAL PROTECTIVE COMPANY                                     $5,000,000              $0                  $0
c/o GE Asset Management Incorporated
Account:  Medical Protective General Fund (MPG)
Two Union Square, 601 Union Street
Seattle, WA  98101
Attention:  Investment Department, Private Placements
Phone Number:  (206) 516-4515
Fax Number:  (206) 516-4578
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Deutsche Bank Trust Company
         16 Wall Street
         New York, New York  10005
         SWIFT Code:  BKTR US 33
         ABA #021-001-033
         Account Number 99-911-196
         FCC:  Med Pro General Fund (MPG) #094773
         Ref:  security description, coupon, maturity, PPN #, identify principal
         or interest

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Certificates are to be issued: SALKELD & CO.

Taxpayer I.D. Number:  35-0506406

                                      A-9
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
GE REINSURANCE CORPORATION                                     $4,000,000              $0                  $0
c/o GE Asset Management Incorporated
Account:  GE Reinsurance General Fund (GREGF)
Two Union Square, 601 Union Street
Seattle, WA  98101
Attention:  Investment Department, Private Placements
Phone Number:  (206) 516-4515
Fax Number:  (206) 516-4578
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Deutsche Bank Trust Company
         16 Wall Street
         New York, New York  10005
         SWIFT Code:  BKTR US 33
         ABA #021-001-033
         Account Number 99-911-196
         FCC:  GE Reinsurance General Fund (GREGF) #098908
         Ref:  security description, coupon, maturity, PPN #, identify principal
         or interest

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Certificates are to be issued:  SALKELD & CO.

Taxpayer I.D. Number:  36-2667627

                                      A-10
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
GENERAL ELECTRIC CAPITAL ASSURANCE                             $2,000,000          $3,000,000              $0
  COMPANY
c/o GE Asset Management
Account:  General Electric Capital Assurance Company
601 Union Street, Suite 2200
Seattle, WA  98101
Attention:  Private Placements
Phone Number:  (206) 516-4515
Fax Number:  (206) 516-4578
e-mail:  GEAM.privateplacements@corporate.ge.com
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1
and/or 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9, principal,
premium or interest") to:

         Deutsche Bank
         14 Wall Street
         New York, NY  10005
         SWIFT Code:  BKTR US 33
         ABA #021001033
         Account Number 99-911-145
         FCC:  #097833
         Ref:  security description, coupon, maturity, PPN #, identify principal
         or interest

Notices

All notices with respect to payments and written confirmation of each such
payment, to be addressed:

         GE Asset Management
         Account:  General Electric Capital Assurance Company
         3003 Summer Street
         Stamford, CT  06904
         Attn:  Investment Accounting (Private Placement Event)
         Telephone Number:  (203) 356-2734
         Fax Number:  (203) 356-3023
         Jennifer.Ficko@corporate.ge.com (preferred method)

                                      A-11
<page>
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above with a copy to:

         GE Asset Management
         Account:  General Electric Capital Assurance Company
         3003 Summer Street
         Stamford, CT  06904
         Attn:  Trade Operations-Data Integrity
         Telephone Number:  (203) 921-2126
         Fax Number:  (203) 326-4288
         allison.lima@corporate.ge.com

Name of Nominee in which Certificates are to be issued: SALKELD & CO.

Taxpayer I.D. Number:  91-6027719

                                      A-12
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
GE LIFE AND ANNUITY ASSURANCE                                      $0              $3,000,000              $0
 COMPANY
c/o GE Asset Management
Account:  GE Life and Annuity Assurance Company
601 Union Street, Suite 2200
Seattle, WA  98101
Attention:  Private Placements
Phone Number:  (206) 516-4515
Fax Number:  (206) 516-4578
e-mail:  GEAM.privateplacements@corporate.ge.com
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9,
principal, premium or interest") to:

         Deutsche Bank
         14 Wall Street
         New York, New York  10005
         SWIFT Code:  BKTR US 33
         ABA #021001033
         Account Number 99-911-145
         FCC:  #097828
         Ref:  security description, coupon, maturity, PPN #, identify principal
         or interest

Notices

All notices with respect to payments and written confirmation of each such
payment, to be addressed:

         GE Asset Management
         Account:  GE Life and Annuity Assurance Company
         3003 Summer Street
         Stamford, CT  06904
         Attn:  Investment Accounting (Private Placement Event)
         Telephone Number:  (203) 356-2734
         Fax Number:  (203) 356-3023
         Jennifer.Ficko@corporate.ge.com (preferred method)

                                      A-13
<page>
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above with a copy to:

         GE Asset Management
         Account:  GE Life and Annuity Assurance Company
         3003 Summer Street
         Stamford, CT  06904
         Attn:  Trade Operations-Data Integrity
         Telephone Number:  (203) 921-2126
         Fax Number:  (203) 326-4288
         allison.lima@corporate.ge.com

Name of Nominee in which Certificates are to be issued: SALKELD & CO.

Taxpayer I.D. Number:  54-0283385

                                      A-14
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MIDLAND NATIONAL LIFE INSURANCE COMPANY                            $0                  $0              $5,000,000
c/o Midland Advisors Company
200 East 10th Street, Suite 301
Sioux Falls, South Dakota  57104
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 5.05% Senior Notes, Series C, due 2010, PPN 461203 B# 7"
and identifying the breakdown of principal and interest and the payment date)
to:

         The Bank of New York
         ABA #021000018
         A/C:  0000-246670
         BNF Name:  Midland National Life Insurance Company

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  46-0164570

                                      A-15

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
NORTH AMERICAN COMPANY FOR LIFE AND                                $0              $3,000,000              $0
 HEALTH INSURANCE
c/o Midland Advisors Company
200 East 10th Street, Suite 301
Sioux Falls, South Dakota  57104
Attn:  Rose Ruhland
Phone:  (605) 782-1940
Fax:  (605) 782-1929
E-mail:  rose.ruhland@midadv.com
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9,
principal, premium or interest") to:

         The Bank of New York
         ABA #021000018
         A/C:  0000-269961
         BNF Name:  North American Company for Life and Health Insurance

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  36-2428931

                                      A-16

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE OF            $0              $2,000,000              $0
NEW YORK
c/o Midland Advisors Company
200 East 10th Street, Suite 301
Sioux Falls, South Dakota  57104
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9,
principal, premium or interest") to:

         The Bank of New York
         ABA #021000018
         A/C:  0000-269960
         BNF Name:  North American Company for Life and Health Insurance of
         New York

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  36-1556010

                                      A-17
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MASSACHUSETTS MUTUAL LIFE                                      $2,900,000              $0                  $0
 INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, Massachusetts  01115
Attention:  Securities Investment Division
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Citibank, N.A
         New York, New York
         ABA #021000089
         For MassMutual Long-Term Pool Account Number 30510669
         Re:  Description of security, principal and interest split

With  telephone  advice of payment to the  Securities  Custody and  Collection
Department  of David L.  Babson & Company Inc. at (413) 226-1803
or (413) 226-1889.

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments to be addressed Suite 800, Attention:
Securities Custody and Collection Department.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  04-1590850

                                      A-18

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
C.M. LIFE INSURANCE COMPANY                                    $1,600,000              $0                  $0
c/o Massachusetts Mutual Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, Massachusetts  01115
Attention:  Securities Investment Division
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Citibank, N.A.
         New York, New York
         ABA #021000089
         For CM Life Segment 43 - Universal Life
         Account Number 30510546
         Re:  Description of security, principal and interest split

With  telephone  advice of payment to the  Securities  Custody and  Collection
Department  of David L.  Babson & Company Inc. at (413)226-1803
or (413) 226-1839.

Notices

All notices and  communications  to be addressed as first  provided  above,
except  notices with respect to payments to be  addressed:
Suite 800, Attention:  Securities Custody and Collection Department.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  06-1041383

                                      A-19

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MASSACHUSETTS MUTUAL LIFE                                      $1,300,000              $0                  $0
 INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, Massachusetts  01115
Attention:  Securities Investment Division
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Citibank, N.A
         New York, New York
         ABA #021000089
         For MassMutual Pension Management Account Number 30510538
         Re:  Description of security, principal and interest split

With  telephone  advice of payment to the  Securities  Custody and  Collection
Department  of David L.  Babson & Company Inc. at (413)
226-1803 or (413) 226-1839.

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments to be addressed Suite 800, Attention:
Securities Custody and Collection Department.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  04-1590850

                                      A-20

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MASSACHUSETTS MUTUAL LIFE                                       $800,000               $0                  $0
 INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, Massachusetts  01115
Attention:  Securities Investment Division
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Citibank, N.A
         New York, New York
         ABA #021000089
         For MassMutual Spot Priced Contract Account Number 30510597
         Re:  Description of security, principal and interest split

With  telephone  advice of payment to the  Securities  Custody and  Collection
Department  of David L.  Babson & Company Inc. at (413) 226-187
or (413) 226-1839.

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments to be addressed Suite 800, Attention:
Securities Custody and Collection Department.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  04-1590850

                                      A-21

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
MASSACHUSETTS MUTUAL LIFE                                       $400,000               $0                  $0
 INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, Massachusetts  01115
Attention:  Securities Investment Division
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 3.97% Senior Notes, Series A, due 2007, PPN 461203 B* 1,
principal, premium or interest") to:

         Citibank, N.A
         New York, New York
         ABA #021000089
         For MassMutual IFM Non-Traditional Account Number 30510589
         Re:  Description of security, principal and interest split

With  telephone  advice of payment to the  Securities  Custody and  Collection
Department  of David L.  Babson & Company Inc. at (413)226-1803
or (413) 226-1839.

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments to be addressed Suite 800, Attention:
Securities Custody and Collection Department.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  04-1590850

                                      A-22

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
PHOENIX LIFE INSURANCE COMPANY                                     $0              $2,500,000              $0
c/o Phoenix Investment Partners
56 Prospect Street
Hartford, Connecticut  06115
Attention:  Private Placement Group
Fax:  (860) 403-7248
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:

         JP Morgan Chase
         New York, New York
         ABA #021 000 021
         Account Number:  900 9000 200
         Account Name:  Income Processing
         Reference:  G05689, Phoenix Life
         with sufficient information to identify the source and application of
         such funds, including the PPN of the issue, interest rate, maturity
         date, interest amount, principal amount and premium amount

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  06-0493340

                                      A-23

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
PHL VARIABLE INSURANCE COMPANY                                     $0              $2,500,000              $0
c/o Phoenix Investment Partners
56 Prospect Street
Hartford, Connecticut  06115
Attention:  Private Placement Group
Fax Number:  (860) 403-7248
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:

         JP Morgan Chase
         New York, New York
         ABA #021 000 021
         Account Number:  900 9000 200
         Account Name:  Income Processing
         Reference:  G09389, Phoenix Life
         with sufficient information to identify the source and application of
         such funds, including the PPN of the issue, interest rate, maturity
         date, interest amount, principal amount and premium amount

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  06-1045829

                                      A-24

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
PRINCIPAL LIFE INSURANCE COMPANY                                   $0              $5,000,000              $0
c/o Principal Global Investors, LLC
801 Grand Avenue
Des Moines, Iowa  50392-0800
</table>
Payments

All payments on or in respect of the Notes to be made by 12:00 noon (New York
City time) by wire transfer of immediately available funds to:

         ABA #073000228
         Wells Fargo Bank Iowa, N.A.
         7th and Walnut Streets
         Des Moines, Iowa  50309
         For credit to Principal Life Insurance Company
         Account No. 0000014752
         OBI PFGSE (S) B0066382()

         With sufficient information (including interest rate, maturity date,
         interest amount, principal amount and premium amount, if applicable) to
         identify the source and application of such funds.

All notices with respect to payments to:

         Principal Global Investors, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0960
         Attention:  Investment Accounting - Securities
         Telefacsimile:  (515) 248-2643
         Confirmation:  (515) 248-2766

         All other notices and communications (including Annual Financials) to:

         Principal Global Investors, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0800
         Attention:  Fixed Income - Securities
         Telefacsimile:  (515) 248-2490
         Confirmation:  (515) 248-3495

                                      A-25
<page>
         and

         Principal Global Investors, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0800
         Attention:  Accounting
         Telefacsimile:  (515) 283-5961

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  42-0127290

                                      A-26
<page>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
AMERICAN UNITED LIFE INSURANCE                                     $0                  $0              $2,200,000
 COMPANY
One American Square
Post Office Box 368
Indianapolis, Indiana  46206-0368
Attention:  Christopher D. Pahlke, Securities Department
Overnight mailing address:
One American Square
Indianapolis, Indiana  46282
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 5.05% Senior Notes, Series C, due 2010, PPN 461203 B# 7"
and identifying the breakdown of principal and interest and the payment date)
to:

         Bank of New York
         Attention:  P&I Department
         One Wall Street, 3rd Floor, Window A
         New York, New York  10286
                           ABA #021000018, BNF:IOC566

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  35-0145825

                                      A-27
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
LAFAYETTE LIFE INSURANCE COMPANY                                   $0                  $0               $800,000
c/o American United Life Insurance Company
Post Office Box 368
Indianapolis, Indiana  46206-0368
Attention:  Christopher D. Pahlke, Securities Department
Overnight Mailing Address:
One American Square
Indianapolis, Indiana  46282
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 5.05% Senior Notes, Series C, due 2010, PPN 461203 B# 7"
and identifying the breakdown of principal and interest and the payment date)
to:

         National City Bank
         ABA No. 074000065
         Account Number:  758138732

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  35-0457540

                                      A-28

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
PIONEER MUTUAL LIFE INSURANCE                                      $0                  $0               $500,000
 COMPANY
c/o American United Life Insurance Company
Post Office Box 368
Indianapolis, Indiana  46206-0368
Attention:  Christopher D. Pahlke, Securities Department
Overnight Mailing Address:
One American Square
Indianapolis, Indiana  46282
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 5.05% Senior Notes, Series C, due 2010, PPN 461203 B# 7"
and identifying the breakdown of principal and interest and the payment date)
to:

         Bank of New York
         Attention:  P&I Department
         One Wall Street, 3rd Floor
         Window A
         New York, New York  10286
                           ABA #021000018, BNF:IOC566
         Pioneer Mutual c/o American United Life

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  45-0220640

                                      A-29
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
THE STATE LIFE INSURANCE COMPANY                                   $0                  $0               $500,000
c/o American United Life Insurance Company
Post Office Box 368
Indianapolis, Indiana  46206-0368
Attention:  Christopher D. Pahlke, Securities Department
Overnight Mailing Address:
One American Square
Indianapolis, Indiana  46282
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 5.05% Senior Notes, Series C, due 2010, PPN 461203 B# 7"
and identifying the breakdown of principal and interest and the payment date)
to:

         Bank of New York
         Attention:  P&I Department
         One Wall Street, 3rd Floor
         Window A
         New York, New York  10286
                           ABA #021000018, BNF:IOC566
         State Life, c/o American United Life

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  35-0684263

                                      A-30
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
AMERICAN FAMILY LIFE INSURANCE                                     $0              $2,250,000              $0
 COMPANY
6000 American Parkway
Madison, Wisconsin  53783-0001
Attention:  Investment Division - Private Placements
Telefacsimile Number:  (608) 243-6537
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds. Each such wire transfer shall set
forth the name of the Company, the full title (including the coupon rate and
final maturity date) of the Notes, and the due date and application among
principal and interest of the payment being made. Payment shall be made to:

         US Bank Milwaukee, N.A.
         ABA #075000022
         For Credit to Account #112-950-027
         For further credit to Account 000018012500 for AFLIC-Traditional
         Portfolio
         Attention:  Erika Eckert (414) 287-3942
         Credit for CUSIP #461203 B@ 9

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment as well as quarterly and annual
financial statements, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued:  BAND & Co.

Taxpayer I.D. Number:  39-6040365

                                      A-31

<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
AMERITAS LIFE INSURANCE CORP.                                      $0              $1,000,000              $0
5900 "O" Street
Lincoln, Nebraska  68510-2234
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9,
principal, premium or interest") to:

         Deutsche Bank
         ABA #021-001-033
         For Credit To:  Account #99911145
         Reference: Ameritas Life Insurance Corp. #097277; CUSIP; Name of Issue
         with sufficient information to identify the source and application of
         such funds

Notices

All notices of payment on or in respect of the Notes and written confirmation of
each such payment to be addressed:

         Ameritas Life Insurance Corp.
         c/o Ameritas Investment Advisors Inc.
         390 North Cotner Blvd.
         Lincoln, Nebraska  68505
         Fax Number:  (402) 467-6970
         Attention:  James Mikus

         All other notices and communications to be addressed to:

         Ameritas Life Insurance Corp.
         c/o Ameritas Investment Advisors Inc.
         390 North Cotner Blvd.
         Lincoln, Nebraska  68505
         Attention:  James Mikus

Name of Nominee in which Notes are to be issued:  Salkeld & Co.

Taxpayer I.D. Number:  47-0098400

                                      A-32
<PAGE>
<table>
<caption>
<s>                                                             <c>
                                                                      PRINCIPAL AMOUNT AND SERIES OF NOTES
NAME AND ADDRESS OF PURCHASER                                                   TO BE PURCHASED
                                                                Series A            Series B            Series C
ACACIA NATIONAL LIFE INSURANCE                                     $0               $750,000               $0
 COMPANY
5900 "O" Street
Lincoln, Nebraska  68510-2234
</table>
Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Invacare Corporation, 4.74% Senior Notes, Series B, due 2009, PPN 461203 B@ 9,
principal, premium or interest") to:

         Deutsche Bank
         ABA #021-001-033
         For credit to:  Account #99911145
         Reference:  Acacia National Life Insurance Company #093596
         CUSIP; Name of Issue with sufficient information to identify the source
         and application of such funds

Notices

All notices of payment on or in respect of the Notes and written confirmation of
each such payment to be addressed:

         Acacia National Life Insurance Company
         c/o Ameritas Investment Advisors Inc.
         390 North Cotner Blvd.
         Lincoln, Nebraska  68505
         Fax Number:  (402) 467-6970

         All other notices and communications to be addressed to:

         Acacia National Life Insurance Company
         c/o Ameritas Investment Advisors Inc.
         390 North Cotner Blvd.
         Lincoln, Nebraska  68505

Name of Nominee in which Notes are to be issued:  Salkeld & Co.

Taxpayer I.D. Number:  52-1009067

                                      A-33

<PAGE>

                                   SCHEDULE B
                          (to Note Purchase Agreement)
                                  DEFINED TERMS

         As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

         "Affiliate" means, at any time, and with respect to any Person,

                   (a) any other Person that at such time directly or indirectly
         through one or more intermediaries Controls, or is Controlled by, or is
         under common Control with, such first Person, and

                   (b) any Person beneficially owning or holding, directly or
         indirectly, 10% or more of any class of voting or equity interests of
         the Company or any Subsidiary or any corporation, company, partnership
         or other entity of which the Company and its Subsidiaries beneficially
         own or hold, in the aggregate, directly or indirectly, 10% or more of
         any class of voting or equity interests.

As used in this definition, "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

         "Agreement, this" is defined in Section 18.3.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. Sec. 101 et seq.

         "Basket Transfer" is defined in Section 11.7.

         "Board of Directors" means, the board of directors of the Company or
any committee thereof which, in the instance, shall have the lawful power to
exercise the power and authority of such board of directors.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in New York, New York or Cleveland, Ohio are
authorized or required to close under the laws of the State of New York or the
State of Ohio (other than a general banking moratorium or holiday for a period
exceeding four consecutive days).

         "Capital Lease" means, with respect to the Company or any of its
Subsidiaries, a lease with respect to which such Person is required concurrently
to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP (whether pursuant to an entry or entries on the balance
sheet of such Person or in a footnote to its financial statements).

         "Capital Lease Obligation" means, with respect to the Company or any of
its Subsidiaries and a Capital Lease, the amount of the obligation of such
<page>
Person as the lessee under such Capital Lease which would, in accordance with
GAAP, appear as a liability on a balance sheet of such Person.

         "Change in Control" means, at any time, either

                   (a) the acquisition by any person (as such term is used in
         section 13(d) and section 14(d)(2) of the Exchange Act) or related
         persons constituting a group (as such term is used in Rule 13d-5 under
         the Exchange Act), directly or indirectly, of the beneficial ownership
         and control of more than 50% of the total voting power of all of the
         then issued and outstanding Voting Stock of the Company or any
         Successor Company, provided, however, if the Management Team or persons
         constituting a group (as such term is used in Rule 13d-5 under the
         Exchange Act) of which the Management Team is a part shall acquire,
         directly or indirectly, the beneficial ownership and control of more
         than 50% of the total voting power of the then issued and outstanding
         Voting Stock of the Company or any Successor Company, no "Change in
         Control" shall be deemed to have occurred or

                   (b) with respect to any period of 12 consecutive months, the
         failing by individuals who, at the beginning of such period, constitute
         the Board of Directors (such individuals being referred to herein as
         the "original members") (including among such original members (i) any
         new director who was elected by the Board of Directors during such
         period to replace any other director that may have died, may have
         become disabled, was involuntarily dismissed for breach of his or her
         fiduciary duties or otherwise voluntarily resigned for personal reasons
         during such period, (ii) any new director that is a member of the
         Management Team or (iii) any new director whose election to the Board
         of Directors or whose nomination for election by the Company's
         shareholders was approved by a vote of not less than 50% of the
         directors then still in office who either were original members, whose
         election or nomination was previously approved as provided in this
         clause (iii) by more than 50% of the original members or who qualify
         under either subclause (i) or (ii) above) to constitute for any reason
         a majority of the Board of Directors then in office, provided that if
         an original member should die, become disabled, be involuntarily
         dismissed for breach of his or her fiduciary duties or shall otherwise
         voluntarily resign for personal reasons during such period and shall
         not be replaced by the Board of Directors, then such original member
         shall be deemed, for purposes of this clause (b), to continue to be a
         director and an original member of the Company.

         "Closing" is defined in Section 3.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
          time, and the rules and regulations promulgated thereunder from time
          to time.

         "Company" is defined in the introductory sentence of this Agreement.

                                      B-2
<page>
         "Competitor" means

                   (a) each Person which is (i) engaged in the design,
         manufacture or distribution of medical equipment for the home,
         healthcare, retail or extended care markets and (ii) identified as a
         "Competitor" on Schedule B-C and the successors and assigns thereof;

                   (b) each Person which is (i) engaged in the design,
         manufacture or distribution of medical equipment for the home,
         healthcare, retail or extended care markets and (ii) identified by the
         Company as a "Competitor" in a certification delivered to the holders
         of the Notes from time to time, which Person so identified is consented
         to by the Required Holders (which consent shall not be unreasonably
         withheld);

                   (c) any Person legally or beneficially owning, directly or
         indirectly, more than 25% of the issued and outstanding Voting Stock of
         any Person which would qualify as a "Competitor" under clause (a) or
         clause (b) of this definition; and

                   (d) any Person more than 25% of the issued and outstanding
         Voting Stock of which is legally or beneficially owned by any Person
         which would qualify as a "Competitor" under clause (a) or clause (b) of
         this definition,

         provided that

                            (i) none of the Purchasers or their affiliates, and

                           (ii) no Person that is primarily a bank, trust
                  company, savings and loan association or other financial
                  institution, a pension plan (other than a pension plan for a
                  Competitor), an investment company, an insurance company, a
                  broker or dealer, or any other similar financial institution
                  or entity (regardless of legal form),

         shall be considered or deemed to be a "Competitor."

         "Confidential Information" is defined in Section 21.

         "Consolidated Debt" means, as of any date of determination, the total
of all Debt of the Company and its Subsidiaries outstanding on such date,
determined on a consolidated basis at such time in accordance with GAAP.

         "Consolidated Net Earnings" means, with respect to any period, the net
income (or loss) of the Company and its Subsidiaries for such period, as
determined on a consolidated basis in accordance with GAAP, excluding (to the
extent included in calculating Consolidated Net Earnings): (i) extraordinary and
unusual and non-recurring gains and losses and (ii) any equity interest of the
Company or any Subsidiary of any Person that is not a Subsidiary.

                                     B-3
<page>
         "Consolidated Net Worth" means, at any time, the total shareholders'
equity of the Company and its Subsidiaries as would be shown on a consolidated
balance sheet of the Company and its Subsidiaries as of such time prepared in
accordance with GAAP.

         "Consolidated Operating Cash Flow" means Consolidated Net Earnings for
the previous four quarters plus (to the extent deducted to calculate
Consolidated Net Earnings):

                   (a) provisions for federal, state and local income taxes;

                   (b) Interest Expense; and

                   (c) depreciation and amortization, all in accordance with
                       GAAP;

provided that, in the event any Person (or the assets thereof) is acquired or
divested by the Company or any Subsidiary (whether by merger, consolidation,
asset or stock acquisition or otherwise) at any time during the period of
calculation, such acquisition or divestiture shall be deemed to have been made
on the first day of such calculation period.

         "Consolidated Subsidiary Debt" means, as of any date of determination,
the total of all Debt of all Subsidiaries outstanding, in each case, on such
date, after eliminating any such Debt owing by any Subsidiary to the Company or
any other Subsidiary.

         "Consolidated Total Assets" means, at any time, the total assets of the
Company and its Subsidiaries determined on a consolidated basis at such time in
accordance with GAAP.

         "Consolidated Total Capitalization" means, at any time, the sum of
Consolidated Debt at such time plus Consolidated Net Worth at such time.

         "Control Event" means:

                   (a) the execution by the Company, a Subsidiary or an
         Affiliate of the Company of any agreement or letter of intent with
         respect to any proposed transaction or event or series of transactions
         or events which, individually or in the aggregate, may reasonably be
         expected to result in a Change in Control,

                   (b) the execution of any written agreement which, when fully
         performed by the parties thereto, would result in a Change in Control,
         or

                   (c) the making of any written offer by any person (as such
         term is used in section 13(d) and section 14(d)(2) of the Exchange Act)
         or related persons constituting a group (as such term is used in Rule
         13d-5 under the Exchange Act) to the holders of the Voting Stock of the
         Company, which offer, if accepted by the requisite number of holders,
         would result in a Change in Control.

         "Control Prepayment Date" is defined in Section 8.6.

                                      B-4
<page>
         "Credit Agreement" means collectively (i) that certain Five Year Credit
Agreement dated as of October 17, 2001 among the Company, the Subsidiaries who
are signatories thereto and the banks set forth on the signature pages thereto
and (ii) that certain 364 day Credit Agreement dated as of October 17, 2001
among the Company, the Subsidiaries who are signatories thereto and the banks
set forth on the signature pages thereto, each as amended, refinanced or
otherwise modified from time to time.

         "Debt" means, with respect to the Company or any of its Subsidiaries,
          without duplication,

                   (a) its liabilities for borrowed money and its redemption
         obligations in respect of mandatorily redeemable preferred stock;

                   (b) its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business, but including, without limitation, all
         liabilities created or arising under any conditional sale or other
         title retention agreement with respect to any such property);

                   (c) its Capital Lease Obligations;

                   (d) all liabilities for borrowed money secured by any Lien
         with respect to any property owned by such Person (whether or not it
         has assumed or otherwise become liable for such liabilities);

                   (e) all reimbursement obligations in respect of any letter of
         credit issued for the account of such Person other than (i) commercial
         letters of credit issued in the ordinary course of such Person's
         business (and not as a substitute for direct borrowing or Guaranties
         thereof) and (ii) letters of credit issued in the ordinary course of
         such Person's business that act as the functional equivalent of a
         surety bond or performance bond for such Person;

                   (f) Swaps of such Person; and

                   (g) any Guaranty of such Person with respect to liabilities
         of a type described in any of clauses (a) through (f) hereof.

         For the purposes of the avoidance of doubt, "Debt" shall not include
any benefit liability or funding obligation of the Company or any of its
Subsidiaries in respect of any Plan. For purposes of determining "Debt," no
amount listed above shall be included more than once in such determination.

         "Debt Offered Prepayment Application" means, with respect to any
Transfer of property, the offering, in writing, by the Company of cash in an
amount not exceeding the Net Proceeds Amount with respect to such Transfer to
pay any Senior Debt (other than Senior Debt owing to any Affiliate and other

                                      B-5
<page>
than Senior Debt in respect of any revolving credit or similar credit facility
providing the Company or any Subsidiary with the right to obtain loans or other
extensions of credit from time to time, except to the extent that in connection
with such payment of Senior Debt the availability of credit under such credit
facility is permanently reduced by an amount not less than the amount of such
proceeds applied to the payment of such Senior Debt) and any interest and
premium in respect thereof, provided that in connection with any such Transfer
and payment of such Senior Debt, the Company shall have offered to prepay the
Ratable Portion in respect of each outstanding Note in accordance with Section
8.4 and shall have prepaid each holder of each such Note that shall have
accepted such offer of prepayment in accordance with said Section in a principal
amount which, when added to the Make-Whole Amount applicable thereto, if any,
and any accrued and unpaid interest thereon, equals the Ratable Portion for such
Note. For purposes of Section 11.7, a Net Proceeds Amount shall be deemed
applied to a Debt Offered Prepayment Application upon the extension of the offer
in respect of such Debt Offered Prepayment Application, provided that if the
actual prepayments in respect thereof, if any, are not made in accordance with
the requirements of such offer or, in any case, are not made within 365 days
after the applicable Transfer, such application of such Net Proceeds Amount will
be deemed not to have been made.

         "Default" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

         "Default Rate" means the Series A Default Rate, the Series B Default
Rate or the Series C Default Rate, as the case may be.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

         "Event of Default" is defined in Section 12.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Fair Market Value" means, at any time and with respect to any
property, the sale value of such property that would be realized in an
arm's-length sale at such time between an informed and willing buyer and an
informed and willing seller (neither being under a compulsion to buy or sell).

                                      B-6
<page>
         "Fiscal Quarter" means the fiscal period in respect of which the
Company's consolidated quarterly financial statements are prepared.

         "Fiscal Year" means the fiscal period in respect of which the Company's
consolidated annual financial statements are prepared.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

         "Governmental Authority" means:

                   (a) the government of:

                            (i) the United States of America or any state or
                  other political subdivision thereof, or

                           (ii) any jurisdiction in which the Company or any of
                  its Subsidiaries conducts all or any part of its business, or
                  that asserts jurisdiction over any properties of any such
                  Person, or

                   (b) any entity exercising executive, legislative, judicial,
         regulatory or administrative functions of, or pertaining to, any such
         government.

         "Guaranty" means, with respect to any Person (for the purposes of this
definition, the "guarantor"), any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, obligations
incurred through an agreement, contingent or otherwise, by the guarantor:

                   (a) to purchase such indebtedness or obligation or any
                       property constituting security therefor;

                   (b) to advance or supply funds:

                            (i) for the purchase or payment of such
                  indebtedness, dividend or obligation, or

                           (ii) to maintain working capital or other balance
                  sheet condition or any income statement condition of the
                  primary obligor or otherwise to advance or make available
                  funds for the purchase or payment of such indebtedness,
                  dividend or obligation;

                   (c) to lease property or to purchase securities or other
         property or services primarily for the purpose of assuring the owner of
         such indebtedness or obligation of the ability of the primary obligor
         to make payment of the indebtedness or obligation; or

                                      B-7
<page>
                   (d) otherwise to assure the owner of the indebtedness or
         obligation of the primary obligor against loss in respect thereof.

For purposes of computing the amount of any Guaranty in connection with any
computation of indebtedness or other liability, it shall be assumed that the
indebtedness or other liabilities that are the subject of such Guaranty are
direct obligations of the issuer of such Guaranty.

         "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

         "Holder" means, with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
14.1.

         "ICC" means Invacare Credit Corporation, an Ohio corporation, as in
existence on the date hereof.

         "Institutional Investor" means (a) any original purchaser of a Note,
(b) any holder of a Note (other than a Competitor) holding more than 10% of the
aggregate principal amount of the Notes then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan (other than a pension plan for a Competitor), any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

         "Interest Expense" means, for any period, the interest expense of the
Company and its Subsidiaries (including imputed interest in respect of Capital
Leases), in respect of all Consolidated Debt, and all debt discount and expense
amortized or required to be amortized in the determination of Consolidated Net
Earnings for such period determined on a consolidated basis in accordance with
GAAP.

         "Lien" means, with respect to the Company or any Subsidiary, any
mortgage, lien, pledge, charge, security interest or other encumbrance, or any
interest or title of any vendor, lessor, lender or other secured party to or of
such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person. The
term "Lien" shall not include any so-called "negative pledge" provisions in
agreements covering the incurrence of Debt.

         "Make-Whole Amount" is defined in Section 8.7.

         "Management Team" means the group of individuals set forth on Schedule
B-MT, provided that, if more than 50% of such individuals shall no longer be
actively involved in the management of the Company, whether pursuant to death,

                                      B-8
<page>
disability, voluntary or involuntary disassociation with the Company, retirement
or otherwise, the "Management Team" will be deemed to no longer exist.

         "Material" means material in relation to the business, operations,
affairs, financial condition, assets, properties, or prospects of the Company
and its Subsidiaries, taken as a whole.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets, prospects or
properties of the Company and its Subsidiaries, taken as a whole, or (b) the
ability of the Company to perform its obligations under this Agreement, the
Other Agreements and the Notes, or (c) the validity or enforceability of this
Agreement, the Other Agreements or the Notes.

         "Material Debt" means, as of the date of any determination thereof, one
or more obligations of the Company or any Subsidiary constituting Debt which,
individually or in the aggregate, exceeds $5,000,000.

         "Material Subsidiary" means any Subsidiary if:

                   (a) the assets of such Subsidiary (valued at the greater of
         book or fair market) as of the last day of the then most recently
         completed Fiscal Year exceed 10% of Consolidated Total Assets
         determined on the same day; or

                   (b) the portion of Consolidated Net Earnings which was
         contributed by such Subsidiary during the then most recently completed
         Fiscal Year exceeds 10% of Consolidated Net Earnings for such Fiscal
         Year.

         "Memorandum" is defined in Section 5.3.

         "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

         "Net Proceeds Amount" means, with respect to any Transfer of any
property by the Company or any Subsidiary, an amount equal to the difference of:

                   (a) the aggregate amount of the consideration (valued at the
         Fair Market Value of such consideration at the time of the consummation
         of such Transfer as determined by the Board of Directors of the Company
         in good faith) paid by the transferee in respect of such Transfer,
         minus

                   (b) all ordinary and reasonable out-of-pocket costs and
         expenses actually incurred by the transferor in connection with such
         Transfer (including, without limitation, all income taxes on gains on
         such Transfer) and all Debt secured by such property and required by
         its terms to be paid in connection with the consummation of such
         Transfer.

         "Non-US Pension Plan" means any plan, fund or other similar program
that (a) is established or maintained outside of the United States of America by

                                      B-9
<page>
any one or more of the Company or its Subsidiaries primarily for the benefit of
the employees of the Company or such Subsidiaries substantially all of whom are
non-resident aliens, which plan, fund or other similar program provides for
retirement income for such employees or results in a deferral of income for such
employees in contemplation of retirement and (b) is not subject to control under
ERISA or the Code.

         "Notes" is defined in Section 1.

         "Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities extend to
the subject matter of such certificate.

         "Other Agreements" is defined in Section 2.

         "Other Purchasers" is defined in Section 2.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

         "Permitted Receivables Securitization Program" means one or more
transactions wherein the Company and/or a Subsidiary transfers under a true sale
transaction receivables of the Company and/or such Subsidiary to a Special
Purpose Subsidiary which issues or incurs Debt secured solely by such
receivables; provided, however, that (i) such Debt is recourse only to such
receivables and such Special Purpose Subsidiary, (ii) the aggregate principal
amount of all Indebtedness outstanding of all Special Purpose Subsidiaries
pursuant to such transactions shall not at any time exceed $150,000,000 and
(iii) at the time of any such transaction and immediately after giving effect
thereto, no Default or Event of Default would exist and the Company could incur
at least $1.00 of additional Debt pursuant to Section 11.4 and 11.5.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

         "Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital shares of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

         "Priority Debt" means the sum, without duplication, of (i) Debt of the
Company secured by Liens not otherwise permitted by clauses (a) through (k) of
Section 11.7, and (ii) all Debt of all Subsidiaries not otherwise permitted by

                                      B-10
<page>
clauses (a) through (e) of Section 11.5; provided, however, notwithstanding the
foregoing, "Priority Debt" shall include all Debt of Subsidiaries outstanding
under the Credit Agreement.

         "property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

         "Property Reinvestment Application" means, with respect to any Transfer
of property, the application of an amount not exceeding the Net Proceeds Amount
with respect to such Transfer to the acquisition by the Company or a Subsidiary
of (a) property to be used in the business of the Company and the Subsidiaries
or (b) a business reasonably related to the business of the Company and the
Subsidiaries, taken as a whole, and, in either case, of at least an equivalent
value in respect of the property that was so Transferred.

         "PTE" is defined in Section 6.2.

         "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.

         "Ratable Portion" means, with respect to any Note and any Debt Offered
Prepayment Application with respect thereto, an amount equal to the product of
(a) the Net Proceeds Amount being offered to the payment of Senior Debt in
connection with such Debt Offered Prepayment Application multiplied by (b) a
fraction the numerator of which is the outstanding principal amount of such Note
and the denominator of which is the aggregate principal amount of all Senior
Debt with respect to which such offer of prepayment is made.

         "Required Holders" means, at any time, the holders of more than 50% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Subsidiaries or any Affiliates thereof).

         "Responsible Officers" means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this Agreement.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Senior Debt" means (a) any unsecured Debt of the Company that is not
in any manner subordinated in right of payment to the Notes or to any other Debt
of the Company or (b) unsecured Debt of any Subsidiary, if, but only if, the
Transfer of property giving rise to a corresponding Debt Offered Prepayment
Application is in respect of property owned by such Subsidiary.

         "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company.

         "Series" means any of the Series A Notes, the Series B Notes or the
Series C Notes issued hereunder.

                                      B-11
<page>
         "Series A Default Rate" means the lesser of:

                   (a) the maximum rate of interest allowed by applicable law,
         and

                   (b) the greater of (i) 5.97% per annum and (ii) 2% per annum
         over the rate of interest publicly announced from time to time by
         Morgan Guaranty Trust Company of New York (or its successors) in New
         York, New York, as its "base" or "prime" rate.

         "Series A Notes" is defined in Section 1.

         "Series B Default Rate" means the lesser of:

                   (a) the maximum rate of interest allowed by applicable law,
         and

                   (b) the greater of (i) 6.74% per annum and (ii) 2% per annum
         over the rate of interest publicly announced from time to time by
         Morgan Guaranty Trust Company of New York (or its successors) in New
         York, New York, as its "base" or "prime" rate.

         "Series B Notes" is defined in Section 1.

         "Series C Default Rate" means the lesser of:

                  (a) the maximum rate of interest allowed by applicable law,
and

                  (b) the greater of (i) 7.05% per annum and (ii) 2% per annum
over the rate of interest publicly announced from time to time by Morgan
Guaranty Trust Company of New York (or its successors) in New York, New York, as
its "base" or "prime" rate.

         "Series C Notes" is defined in Section 1.

         "Source" is defined in Section 6.2.

         "Special Purpose Subsidiary" means a Wholly-Owned Subsidiary organized
under the laws of the United States or any State thereof and authorized solely
to (i) purchase receivables from the Company or a Subsidiary and issue Debt with
recourse solely to such receivables and such Special Purpose Subsidiary and (ii)
engage in activities reasonably necessary to effectuate the transactions
referred to in clause (i).

         "Subsidiary" means, as to any Person, any corporation, association,
limited liability company or other similar business entity in which such Person
or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable it or them (as
a group) ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries (unless such partnership can and
does ordinarily take major business actions without the prior approval of such

                                      B-12
<page>
Person or one or more of its Subsidiaries). Unless the context otherwise clearly
requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the
Company, provided that "Subsidiary" shall not include a special purpose entity
(a) that is formed for the sole purpose of acquiring receivables from ICC (or
any other Subsidiary primarily responsible for providing credit to the customers
of the Company and its Subsidiaries), (b) that meets the requirements of GAAP
with respect to special purpose entities and the off-balance sheet treatment of
the transfer of financial assets thereto, (c) that is not required by GAAP to be
consolidated with the Company and its other Subsidiaries, (d) with respect to
which the Transfer of such receivables is treated under GAAP as a sale of the
same and (e) with respect to which the Transfer of such receivables qualifies as
a so-called "true sale" under applicable law and such qualification is confirmed
by the delivery to the Company of a customary "true sale" opinion issued by a
nationally recognized securitization law firm.

         "Successor Company" is defined in Section 11.2.

         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined. For purposes of this
Agreement, any such interest rate swap, currency swap or other similar
obligation which is or will be entered into and is being or will be used by such
Person in the ordinary course of its business to hedge an existing or future
risk or exposure of such Person in respect of its liabilities or assets (and not
for speculative purposes) shall not be deemed a "Swap" for purposes of this
definition.

         "Transfer" means, with respect to the Company or any Subsidiary, any
transaction, or series of related transactions, in which such Person sells,
conveys, transfers or leases (as lessor) any of its property. The verb
"Transfer" has the meaning correlative to the meaning of the noun.

         "Voting Stock" means capital stock or other equity interests or capital
of any class or classes of a corporation, partnership, association or other
business entity, the holders of which are ordinarily, in the absence of
contingencies, entitled to elect the directors (or Persons performing similar
functions) of such entity (including, without limitation, capital stock and
other equity interests of a Subsidiary).

         "Wholly-Owned Subsidiary" means, at any time, any Subsidiary 100% of
all of the equity interests (except directors' qualifying shares and other
equity holdings (not in excess of 1% of such equity interests) required to
comply with foreign local ownership requirements and the like) and voting
interests of which are owned by any one or more of the Company and other
Wholly-Owned Subsidiaries at such time.

                                      B-13

<PAGE>



                                   SCHEDULE C
                          (to Note Purchase Agreement)


                         WIRING INSTRUCTIONS AT CLOSING

To:      National City Bank
         Cleveland, Ohio
         ABA No.:          041 000 124
         Credit:           Invacare Corporation
         Account No.:      3307008
         Contact:          Ronald Richeson
         Phone:            (440) 329-6883




<PAGE>


                                  SCHEDULE 4.9
                          (to Note Purchase Agreement)


                         CHANGES IN CORPORATE STRUCTURE

None.



<PAGE>


                                  SCHEDULE 5.3
                          (to Note Purchase Agreement)


                              DISCLOSURE MATERIALS

None.



<PAGE>


                                  SCHEDULE 5.4
                          (to Note Purchase Agreement)


                      OWNERSHIP OF THE COMPANY; AFFILIATES
<table>
<caption>
         (i) The Company's Subsidiaries:
<s>                                                     <c>                                <c>
                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
Lam Craft Industries, Incorporated                             Missouri                              100%
Genus Medical Products USA, Inc.                               New York                              100%
Scandinavian Mobility Niltek A/S                               Denmark                               100%
Invacare Bencraft Limited                                      United Kingdom                        100%
Scandinavian Mobility Radius A/S                               Denmark                               100%
The Aftermarket Group, Inc.                                    Delaware                              100%
Dynamic Europe Limited                                         United Kingdom                        100%
Dynamic Controls Limited                                       New Zealand                           100%
Invacare LDA                                                   Portugal                              100%
Invacare International Sarl                                    Switzerland                           100%
Healthtech Products, Inc.                                      Missouri                              100%
Scandinavian Mobility International ApS                        Denmark                               100%
Adaptive Switch Laboratories, Inc.                             Texas                                 100%
Invacare AB                                                    Sweden                                100%
Invacare Australia Pty Ltd.                                    Australia                             100%
Invacare Credit Corporation                                    Ohio                                  100%
Invacare (Deutschland) GmbH                                    Germany                               100%
Invacare Florida Corporation                                   Delaware                              100%
Invacare Holdings LLC                                          Ohio                                  100%
Invacare International Corporation                             Ohio                                  100%
Invacare New Zealand Limited                                   New Zealand                           100%
Invacare Trading Company, Inc.                                 Virgin Islands                        100%
Invacare (UK) Limited                                          United Kingdom                        100%
Invamex, S.A. de C.V.                                          Mexico                                100%
Invatection Insurance Company, Inc.                            Vermont                               100%
Invacare AG                                                    Switzerland                           100%
Invacare Hong A/S                                              Denmark                               100%
Invacare A/S                                                   Denmark                               100%
Mobilite Building Corporation                                  Florida                               100%
Invacare NV                                                    Belgium                               100%
EC-Invest A/S                                                  Denmark                               100%
Invacare Holdings AS                                           Norway                                100%
Groas A/S                                                      Norway                                100%
Invacare Rea AB                                                Sweden                                100%
Invacare Poirier                                               France                                100%
Scandinavian Mobility GmbH                                     Germany                               100%
Invacare BV                                                    Netherlands                           100%
Quantrix Consultants Limited                                   New Zealand                           100%
Rehadap S.A.                                                   Spain                                 100%
Rollerchair Pty Ltd.                                           Australia                             100%
Hatfield Mobility Unlimited                                    New Zealand                           100%
Pro Med Equipment Pty, Limited                                 Australia                             100%
Invacare, S.A.                                                 Spain                                 100%
Invacare Holdings, CV                                          Netherlands                           100%
Invacare Holdings New Zealand                                  New Zealand                           100%
SCI Des Hautes Roches                                          France                                100%
SCI Des Roches                                                 France                                100%
Silcraft Corporation                                           Michigan                              100%
Garden City Medical                                            Delaware                              100%
Invacare Supply Group                                          Massachusetts                         100%
</table>
<page>
                Subsidiaries of Invacare International Corporation:
<table>
<caption>
<s>                                                       <c>                             <c>
                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
Invacare Canada Inc.                                           Ontario                               100%
6123449 Canada Inc.                                            Canada (Federal)                      100%
Invacare Canadian Holdings, Inc.                               Delaware                              100%

                Subsidiaries of Invacare Canadian Holdings, Inc.:



                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
3080359 Nova Scotia Company                                    Nova Scotia                           100%
2030604 Ontario Inc.                                           Ontario                               100%

                Ownership of Motion Concepts, L.P.(an Ontario limited
partnership):



                                                                                             PARTNERSHIP INTEREST
                 NAME OF PARTNER                          JURISDICTION OF INCORPORATION             OWNED
Invacare Canada Inc.                                           Ontario                           13% Limited
6123449 Canada Inc.                                            Canada (Federal)                 0.01% General*
3080359 Nova Scotia Company                                    Nova Scotia                       87% Limited

                *Income interest only.

                Subsidiaries of Motion Concepts, L.P.:
</table>
                                       2
<page>
<table>
<caption>
<s>                                                     <c>                              <c>
                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
Medbloc, Inc.                                                  Delaware                              100%
Perpetual Motion Enterprises Limited                           Ontario                               100%

                Subsidiary of 2030604 Ontario Inc.:



                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
Carroll Heathcare Inc.                                         Ontario                               100%

                Subsidiaries of Carroll Heathcare Inc.:



                NAME OF SUBSIDIARY                        JURISDICTION OF INCORPORATION    % OF VOTING STOCK OWNED
Carroll Heathcare (USA) Inc.                                   Nevada                                100%
Carrold Heathcare Inc. (Chile) Limitada                        Chile                               99.48%*

*Remaining 0.52% interest is in process of being transferred from third parties
to 6123449 Canada Inc.
</table>
        (ii) The Company's Affiliates, other than Subsidiaries: (The following
persons beneficially own or hold, directly or indirectly, 10% or more of a class
of voting or equity interests of the Company).

         A. Malachi Mixon, III
         One Invacare Way
         Elyria, OH  44036

         Joseph B. Richey, II
         One Invacare Way
         Elyria, OH  44036

                                       3
<page>
         Invacare Corporation Employees'
           Stock Bonus Trust and Plan
         One Invacare Way
         Elyria, OH  44036

         Ariel Capital Management, Inc.
         200 E. Randolph Drive, Suite 2900
         Chicago, Illinois 60601

       (iii) The Company's directors and senior officers:
<table>
<caption>
<s>                                     <c>
             NAME                                                    TITLE OR OFFICE
A. Malachi Mixon, III                  Chairman of the Board, Chief Executive Officer
James C. Boland                        Director
Michael F. Delaney                     Director
Dr. Bernadine P. Healy                 Director
John Kasich                            Director
Martin Harris                          Director
Whitney Evans                          Director
Dan T. Moore, III                      Director
Joseph B. Richey, II                   Director, President of Invacare Technologies, Senior Vice President of
                                        Total Quality Management
William M. Weber                       Director
Gerald B. Blouch                       Director, President, Chief Operating Officer
Gregory C. Thompson                    Senior Vice President and Chief Financial Officer
Louis F. J. Slangen                    Senior Vice President, Sales and Marketing
Diane J. Davie                         Senior Vice President, Human Resources

</table>
                                       4
<PAGE>


                                  SCHEDULE 5.5
                          (to Note Purchase Agreement)
                              FINANCIAL STATEMENTS

          1. Consolidated balance sheets of the Company and its Subsidiaries as
of December 31, for each of the years 1998 through 2002, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years ended December 31, 1998 through 2002.

          2. Consolidated balance sheet of the Company and its Subsidiaries as
of March 31, 2003 and the related consolidated condensed statements of income
and cash flows for the three months ended March 31, 2003.

          3. Consolidated balance sheet of the Company and its Subsidiaries as
of June 30, 2003 and the related consolidated statements of income and cash
flows for the six months ended June 30, 2003.




<PAGE>


                                  SCHEDULE 5.8
                          (to Note Purchase Agreement)
                               CERTAIN LITIGATION

 None.


<PAGE>



                                  SCHEDULE 5.11
                          (to Note Purchase Agreement)
                             LICENSES, PERMITS, ETC.


None.



<PAGE>



                                SCHEDULE 5.12(g)
                          (to Note Purchase Agreement)
                              CERTAIN PENSION PLANS


         The Company maintains an unfunded non-qualified defined benefit
Supplemental Executive Retirement Plan (SERP) effective May 1, 1995, for certain
key executives to recapture benefits lost due to governmental limitations on
qualified plan contributions.




<PAGE>



                                  SCHEDULE 5.14
                          (to Note Purchase Agreement)
                          USE OF PROCEEDS; MARGIN STOCK

         The proceeds of the sale of the Notes will be used by the Company to
repay revolving bank debt under the Credit Agreement and for its general
corporate purposes.




<PAGE>



                                  SCHEDULE 5.15
                          (to Note Purchase Agreement)
                              EXISTING INDEBTEDNESS
<table>
<caption>
<s>                                     <c>                     <c>             <c>
      Borrower                             Amount                 Term               All-In Rate

      Invacare Corporation                 EUR 263,000.00     6/6/03-7/7/03             2.965
      Invacare Corporation                 EUR 600,000.00     6/23/03-7/23/03   2.945
      Invacare Corporation               EUR 1,052,000.00     6/27/03-7/28/03   2.935
      Invacare Corporation               EUR 2,069,091.20     6/30/03-7/31/03   2.935
      Invacare Corporation                 EUR 125,000.00     6/30/03-7/31/03   2.935
      Invacare Corporation               EUR 3,000,000.00     6/30/03-7/31/03   2.935
      Invacare Corporation                 CHF 770,000.00     6/19/03-7/21/03   1.025
      Invacare Corporation               CHF 6,650,000.00     6/30/03-7/31/03   1.045
      Invacare Corporation              USD 30,000,000.00     5/12/03-8/11/03   2.056250
      Invacare Corporation              USD 40,000,000.00     6/2/03-8/4/03             2.065000
      Invacare Corporation              USD 80,000,000.00     6/30/03-7/31/03   1.888770
      Invacare, S.A.                       EUR 150,000.00     6/30/03-7/31/03   2.935
      Invacare Deutschland               EUR 5,231,754.05     6/3/03-7/3/03             3.165

                             Private Placement Debt


         Borrower                   Amount

         Invacare Corporation               USD 100,000,000.00
</table>



<PAGE>



                                  SCHEDULE 11.6
                          (to Note Purchase Agreement)
                                 EXISTING LIENS

 None.


<PAGE>



                                  SCHEDULE B-C
                          (to Note Purchase Agreement)
                                   COMPETITORS
<table>
<caption>
     <s>                                                             <c>                             <c>
                          COMPANY                                       LOCATION                    OWNERSHIP

      Sunrise Medical, Inc.                                           Boulder, CO                    Private
      Nellcor Puritan Bennett (Subsidiary of Mallinckrodt            St. Louis, MO                    Public
      Inc.)
      Respironics, Inc.                                              Pittsburgh, PA                   Public
      Resmed, Inc.                                                   San Diego, CA                    Public
      MEYRA                                                             Germany                      Private
</table>

<PAGE>


                                                        E1A-2
                                  SCHEDULE B-MT
                          (to Note Purchase Agreement)
                                 MANAGEMENT TEAM


 A. Malachi Mixon, III - Chairman of the Board and Chief Executive Officer

 Gerald B. Blouch - President and Chief Operating Officer

 Gregory C. Thompson - Senior Vice President and Chief Financial Officer

 Joseph B. Richey, II - President of Invacare Technologies and Senior Vice
        President of Total Quality Management

 Louis F. J. Slangen - Senior Vice President, Sales and Marketing

 Diane J. Davie - Senior Vice President, Human Resources












<PAGE>


                                   EXHIBIT 1A
                          (to Note Purchase Agreement)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


                         [FORM OF SERIES A SENIOR NOTE]

                              INVACARE CORPORATION

                 3.97% SERIES A SENIOR NOTE DUE OCTOBER 1, 2007

No. RA-__

PPN:  __________

$----------                                                 ---------- --, ----

         FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio
corporation (herein called the "Company"), hereby promises to pay to
_______________ or registered assigns, the principal sum of
_________________________________ DOLLARS ($__________) on October 1, 2007, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at a rate equal to 3.97% per annum from the date
hereof, payable semiannually on April 1 and October 1 in each year, commencing
with the April 1 or October 1 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreements), payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to the Series A Default
Rate (as defined in the Note Purchase Agreements).

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Elyria, Ohio or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.

         This Note is one of a series of Series A Senior Notes (herein called
the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as
of October 1, 2003 (as from time to time amended, the "Note Purchase
Agreements"), among the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 21 of the Note Purchase Agreements and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements.
<page>
         This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to certain prepayments in the events, on the terms
and in the manner and amounts as provided in the Note Purchase Agreements. This
Note is also subject to optional prepayment, in whole or from time to time in
part, at the times and on the terms specified in the Note Purchase Agreements,
but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

                              INVACARE CORPORATION



                           By:
                          Name: _______________________________________________
                         Title: ______________________________________________


                                     E1A-2
<PAGE>



                                   EXHIBIT 1B
                          (to Note Purchase Agreement)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


                         [FORM OF SERIES B SENIOR NOTE]

                              INVACARE CORPORATION

                 4.74% SERIES B SENIOR NOTE DUE OCTOBER 1, 2009

No. RB-__

PPN: __________

$----------                                                 ---------- --, ----

         FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio
corporation (herein called the "Company"), hereby promises to pay to
_______________ or registered assigns, the principal sum of
_________________________________ DOLLARS ($__________) on October 1, 2009, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at a rate equal to 4.74% per annum from the date
hereof, payable semiannually on April 1 and October 1 in each year, commencing
with the April 1 or October 1 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreements), payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to the Series B Default
Rate (as defined in the Note Purchase Agreements).

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Elyria, Ohio or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.

         This Note is one of a series of Series B Senior Notes (herein called
the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as
of October 1, 2003 (as from time to time amended, the "Note Purchase
Agreements"), among the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 21 of the Note Purchase Agreements and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements.
<page>
         This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to certain prepayments in the events, on the terms
and in the manner and amounts as provided in the Note Purchase Agreements. This
Note is also subject to optional prepayment, in whole or from time to time in
part, at the times and on the terms specified in the Note Purchase Agreements,
but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

                              INVACARE CORPORATION



                            By:
                           Name: _______________________________________________
                          Title: ______________________________________________

                                     E1B-2
<PAGE>



                                   EXHIBIT 1C
                          (to Note Purchase Agreement)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


                         [FORM OF SERIES C SENIOR NOTE]

                              INVACARE CORPORATION

                 5.05% SERIES C SENIOR NOTE DUE OCTOBER 1, 2010

No. RC-__

PPN:  __________

$----------                                                 ---------- --, ----

         FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio
corporation (herein called the "Company"), hereby promises to pay to
_______________ or registered assigns, the principal sum of
_________________________________ DOLLARS ($__________) on October 1, 2010, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at a rate equal to 5.05% per annum from the date
hereof, payable semiannually on April 1 and October 1 in each year, commencing
with the April 1 or October 1 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreements), payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to the Series C Default
Rate (as defined in the Note Purchase Agreements).

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Elyria, Ohio or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.

         This Note is one of a series of Series C Senior Notes (herein called
the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as
of October 1, 2003 (as from time to time amended, the "Note Purchase
Agreements"), among the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 21 of the Note Purchase Agreements and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements.
<page>
         This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to certain prepayments in the events, on the terms
and in the manner and amounts as provided in the Note Purchase Agreements. This
Note is also subject to optional prepayment, in whole or from time to time in
part, at the times and on the terms specified in the Note Purchase Agreements,
but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

                              INVACARE CORPORATION



                            By:
                           Name: _______________________________________________
                          Title: ______________________________________________

                                     E1C-2
<PAGE>



                                 EXHIBIT 4.4(a)
                          (to Note Purchase Agreement)


          [FORM OF CLOSING OPINION OF GENERAL COUNSEL FOR THE COMPANY]


                    [LETTERHEAD OF COMPANY'S GENERAL COUNSEL]

                                                                  [Closing Date]

To each of the Persons
  listed on Annex 1 hereto


         Re:                                    Invacare Corporation


 Ladies and Gentlemen:

         Reference is made to the separate Note Purchase Agreements, each dated
as of October 1, 2003 (collectively, the "Note Purchase Agreements"), between
Invacare Corporation, an Ohio corporation (the "Company"), and each of the
purchasers listed on Schedule A to the Note Purchase Agreements (the
"Purchasers"), which provide for the issuance and sale by the Company of (a) its
3.97% Series A Senior Notes, due October 1, 2007 in the aggregate principal
amount of $50,000,000 (the "Series A Notes"), (b) its 4.74% Series B Senior
Notes, due October 1, 2009 in the aggregate principal amount of $30,000,000 (the
"Series B Notes") and (c) its 5.05% Series C Senior Notes, due October 1, 2010
in the aggregate principal amount of $20,000,000 (the "Series C Notes"; the
Series A Notes together with the Series B Notes and the Series C Notes are
hereinafter collectively referred to as the "Notes"). The capitalized terms used
herein and not defined herein have the meanings specified in the Note Purchase
Agreements.

         I am the General Counsel to the Company and have represented it in
connection with the transactions contemplated by the Note Purchase Agreements.
This opinion is being delivered pursuant to Section 4.4(a) of the Note Purchase
Agreements. In acting as the General Counsel to the Company, I have examined:

                   (a) the Note Purchase Agreements;

                   (b) the Series A Notes dated the date hereof, in the form of
         Exhibit 1A to the Note Purchase Agreements and registered in the names
         and in the principal amounts set forth on Schedule A to the Note
         Purchase Agreements;

                   (c) the Series B Notes dated the date hereof, in the form of
         Exhibit 1B to the Note Purchase Agreements and registered in the names
         and in the principal amounts set forth on Schedule A to the Note
         Purchase Agreements;

                   (d) the Series C Notes dated the date hereof, in the form of
         Exhibit 1C to the Note Purchase Agreements and registered in the names
         and in the principal amounts set forth on Schedule A to the Note
         Purchase Agreements;
<page>
                   (e) the articles of incorporation and code of regulations of
         the Company, as in effect on the date hereof;

                   (f) a good standing certificate from the State of Ohio, the
         state of incorporation of the Company, and foreign good standing
         certificates for the Company from each of the states set forth on Annex
         2 hereto;

                   (g) a letter, dated the date hereof, to ______________, the
         Company, certain other persons and me from Banc One Capital Markets,
         Inc., regarding the manner of the offering of the Notes (the "Offeree
         Letter"); and

                   (h) originals, or copies certified or otherwise identified to
         my satisfaction, of such other documents, records, instruments and
         certificates of public officials or officers of the Company as I have
         deemed necessary or appropriate to enable me to render this opinion.

         In rendering my opinion, I have relied, to the extent I deem necessary
and proper, on:

                   (a) warranties and representations as to certain factual
matters contained in the Note Purchase Agreements; and

                   (b)     the Offeree Letter.

I have no actual personal knowledge of any material inaccuracies in any of the
facts contained in the documents listed in item (a) or item (b).

         The opinions which follow are subject to the following assumptions,
limitations and qualifications:

                   (a) I have assumed the genuineness of all signatures, other
         than signatures of the Company, the authenticity of all documents
         submitted to me as originals, and the conformity with the original
         documents of all documents submitted to me as reproduced copies, and
         the authenticity of all such latter documents.

                   (b) I have assumed (to the extent relevant to the opinions
         expressed herein) the organization, existence, good standing and
         capacity of all persons and entities other than the Company and that
         such persons and entities, other than the Company, have the right,
         power and authority to execute and deliver the Note Purchase Agreements
         and to perform thereunder.

                                   E4.4(a)-4
<page>
                   (c) I have assumed (to the extent relevant to the opinions
         expressed herein) that the Purchasers' obligations under the Note
         Purchase Agreements are within the powers of the Purchasers and that
         the Note Purchase Agreements have (if and to the extent required) been
         duly executed and validly delivered by the Purchasers.

                   (d) As to various questions of fact material to this opinion,
         I have made such factual inquiries of the Company, and have examined
         such other documents and made such examinations of applicable laws, as
         I have deemed necessary for purposes of the opinions expressed herein.
         However, where I state that a matter is to the best of my knowledge, I
         have, to the extent that such matter is not known to my personal
         knowledge, and, after reasonable investigation on my part, relied upon
         the written statements of the Company and the officers of the Company
         (as the case may be), with no inquiry as to the facts other than as
         necessary to establish that such reliance was reasonable on my part. In
         all such instances of reliance by me, I have no reason to believe that
         the factual matters assumed by me are not true and correct.

         My opinion is based upon the laws of the State of Ohio and the United
States of America.

         Based on the foregoing, I am of the following opinions:

                    1. The Company is a corporation duly incorporated, validly
         existing and in good standing under the laws of the State of Ohio.

                    2. The Company is duly qualified as a foreign corporation
         and is in good standing in each jurisdiction in which such
         qualification is required by law, other than those jurisdictions as to
         which the failure to be so qualified or in good standing could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                    3. Each Subsidiary is a corporation duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         incorporation and is duly licensed or qualified and is in good standing
         in each jurisdiction in which the character of the properties owned or
         leased by it or the nature of the business transacted by it makes such
         licensing or qualification necessary, other than those jurisdictions as
         to which the failure to be in good standing or so licensed or qualified
         could not, individually or in the aggregate, reasonably be expected to
         have a Material Adverse Effect, and all of the issued and outstanding
         shares of capital stock of each such Subsidiary have been duly issued,
         are fully paid and non-assessable and are owned by the Company, by one
         or more Subsidiaries, or by the Company and one or more Subsidiaries.

                    4. Except as disclosed in Schedule 5.8 to the Note Purchase
         Agreements, there are no actions, suits or proceedings pending or, to
         the best of my knowledge after due inquiry, threatened against or
         affecting the Company, any property of the Company, any Subsidiary or
         any property of any Subsidiary in any court or before any arbitrator of
         any kind or before or by any Governmental Authority that, individually
         or in the aggregate, could reasonably be expected to have a Material
         Adverse Effect.

                    5. The Company has the requisite corporate power and
         authority to execute and deliver the Note Purchase Agreements, to issue
         and sell the Notes, and to perform its obligations set forth in each of
         the Note Purchase Agreements and the Notes.

                                    E4.4(a)-5
<page>
                    6. Each of the Note Purchase Agreements and the Notes has
         been duly authorized by all necessary corporate action on the part of
         the Company (no action of stockholders of the Company being required)
         and has been executed and delivered by a duly authorized officer of the
         Company.

                    7. The execution and delivery of the Note Purchase
         Agreements by the Company, the execution, issuance, sale and delivery
         of the Notes by the Company and the performance by the Company of its
         obligations thereunder do not conflict with, constitute a violation of,
         result in a breach of any provision of, constitute a default under with
         or without notice, or lapse of time, or both, or result in the creation
         or imposition of any Lien or encumbrance upon any of its properties
         pursuant to the articles of incorporation or code of regulations of the
         Company, any applicable statute, rule or regulation of the State of
         Ohio or the United States of America to which the Company is subject,
         or any agreement or instrument to which the Company is a party or by
         which its property may be bound.

                    8. No consents, approvals or authorizations of Ohio
         Governmental Authorities are required on the part of the Company in
         connection with the execution, delivery and performance of the Note
         Purchase Agreements and the Notes.

                    9. Under existing law, the registration of the Notes under
         the "blue sky" laws of the State of Ohio is not required in connection
         with the offering, issuance, sale and delivery of the Notes by the
         Company under the circumstances contemplated by the Note Purchase
         Agreements.

                   10. If the Note Purchase Agreements and the Notes were
         governed by the laws of the State of Ohio, they would constitute a
         legal, valid and binding obligation of the Company enforceable against
         the Company in accordance with their terms.

         Each of the opinions set forth above is subject to the following
qualifications, assumptions, limitations and exceptions:

                   11. Any opinion contained herein with respect to the
         enforceability of the Note Purchase Agreements and the Notes is
         qualified to the extent that:

                            (a) the enforceability of the Note Purchase
                  Agreements and the Notes is subject to the effect of general
                  principles of equity, including, without limitation, concepts
                  of materiality, reasonableness, good faith and fair dealing
                  and the possible unavailability of specific performance or
                  injunctive relief regardless of whether considered in a
                  proceeding in equity or at law; and

                            (b) the enforceability of certain terms provided in
                  the Note Purchase Agreements and the Notes may be limited by
                  applicable bankruptcy, administration, reorganization,
                  arrangement, insolvency, moratorium or similar laws affecting
                  the enforcement of creditors' rights generally as at the time
                  in effect.

                                   E4.4(a)-6
<page>
                   12. This opinion speaks only as of the date of its issue and
         may not be relied upon to the extent subsequent legislative actions or
         judicial decisions cause changes in the law which would affect the
         validity of this opinion if given at that time.

                   13. I assume no responsibility to revise or amend this
         opinion in the event of such actions or decisions.

                   14. This opinion is being issued and delivered solely for the
         benefit of the addressees hereof and any future holder of Notes and may
         not be relied upon by any other person.

                   15. I am qualified to practice law in the State of Ohio and
         do not purport to be an expert on, or to express any opinion herein
         concerning, any law other than the internal laws of the State of Ohio
         and the federal law of the United State of America.

         I acknowledge that this opinion is being issued at the request of the
Company pursuant to Section 4.4(a) of the Note Purchase Agreements.
______________, special counsel to the Company, and Chapman and Cutler LLP,
special counsel to the Purchasers, may rely on this opinion for the sole purpose
of rendering their opinions to be rendered pursuant to Section 4.4(b) and
Section 4.4(c), respectively, of the Note Purchase Agreements.


                                Very truly yours,

                                   E4.4(a)-7

<PAGE>


                                     ANNEX 1
                                   ADDRESSEES

                                   E4.4(a)-8

<PAGE>


                                     ANNEX 2
                       FOREIGN GOOD STANDING CERTIFICATES


        CORPORATION                                     STATE







                                   E4.4(a)-9

<PAGE>

                                 EXHIBIT 4.4(b)
                          (to Note Purchase Agreement)


          [FORM OF CLOSING OPINION OF SPECIAL COUNSEL FOR THE COMPANY]


                    [LETTERHEAD OF COMPANY'S SPECIAL COUNSEL]

                                                                  [Closing Date]

To each of the Persons
  listed on Annex 1 hereto


         Re:                                    Invacare Corporation


 Ladies and Gentlemen:

         Reference is made to the separate Note Purchase Agreements, each dated
as of October 1, 2003 (collectively, the "Note Purchase Agreements"), between
Invacare Corporation, an Ohio corporation, and each of the purchasers listed on
Schedule A to the Note Purchase Agreements (the "Purchasers"), which provide for
the issuance and sale by the Company of (a) its 3.97% Series A Senior Notes due
October 1, 2007 in the aggregate principal amount of $50,000,000, (b) its 4.74%
Series B Senior Notes due October 1, 2009 in the aggregate principal amount of
$30,000,000 and (c) its 5.05% Series C Senior Notes due October 1, 2010 in the
aggregate principal amount of $20,000,000. The capitalized terms used herein and
not defined herein have the meanings specified in the Note Purchase Agreements.

         We have acted as special New York counsel to the Company in connection
with the transactions contemplated by the Note Purchase Agreements. This opinion
is being delivered pursuant to Section 4.4(b) of the Note Purchase Agreements.

         In acting as such counsel, we have examined:

                   (a) the Note Purchase Agreements;

                   (b) the Company's 3.97% Series A Senior Notes due October 1,
         2007, dated the date hereof, in the form of Exhibit 1A to the Note
         Purchase Agreements and registered in the names and in the principal
         amounts set forth on Schedule A to the Note Purchase Agreements (the
         "Series A Notes");

                   (c) the Company's 4.74% Series B Senior Notes due October 1,
         2009, dated the date hereof, in the form of Exhibit 1B to the Note
         Purchase Agreements and registered in the names and in the principal
         amounts set forth on Schedule A to the Note Purchase Agreements (the
         "Series B Notes,");

                   (d) the Company's 5.05% Series C Senior Notes due October 1,
         2010, dated the date hereof, in the form of Exhibit 1C to the Note
         Purchase Agreements and registered in the names and in the principal
<page>
         amounts set forth on Schedule A to the Note Purchase Agreements (the
         "Series C Notes" and together with the Series A Notes and Series B
         Notes the "Notes");
                   (e) certain documents executed and delivered by the Company
         in connection with the transactions contemplated by the Note Purchase
         Agreements, including, without limitation, the certificates of certain
         officers of the Company delivered pursuant to Section 4.3 of the Note
         Purchase Agreements and the documents attached thereto;

                   (f) letters, dated the date hereof, to __________________,
         certain other Persons and the Company from Banc One Capital Markets,
         Inc., regarding the manner of the offering of the Notes (the "Offeree
         Letters");

                   (g) the opinion of ________________, General Counsel of the
         Company, dated the date hereof, delivered to you pursuant to Section
         4.4(a) of the Note Purchase Agreements; and

                   (h) originals, or copies certified or otherwise identified to
         our satisfaction, of such other documents, records, instruments and
         certificates of public officials as we have deemed necessary or
         appropriate to enable us to render this opinion.

         In rendering our opinion, we have assumed the genuineness of all
signatures and documents submitted to us as originals, that all copies submitted
to us conform to the originals, the legal capacity of all natural Persons, and
that each Person executing documents had the power to enter into and perform its
obligations under such documents, and that such documents have been duly
authorized, executed and delivered by such Persons.

         In rendering our opinion, we have relied, to the extent we deem
necessary and proper, on:

                   (A) warranties and representations as to certain factual
         matters contained in the Note Purchase Agreements;

                   (B) the Offeree Letters; and

                   (C) the aforesaid opinion of ____________________ with
         respect to all matters (i) governed by the laws of the State of Ohio
         and (ii) concerning the due incorporation and corporate power and
         authority of, and the authorization, execution and delivery of
         documents by, the Company; based on such investigation as we have
         deemed appropriate, such opinion is satisfactory in form and scope to
         us, it being understood in connection with the foregoing statement that
         we have not reviewed, nor do we hold ourselves out as having knowledge
         of, the laws of the State of Ohio, and that such investigation into the
         matters covered by such opinion was not sufficient to enable us
         independently to render opinions on such matters; nothing, however, has
         come to our attention that has caused us to question the legal
         conclusions expressed in such opinion and in our opinion the Purchasers
         and we are justified in relying thereon.

                                EXHIBIT 4.4(b)-2
<page>
         Based on the foregoing, we are of the following opinions:

                    1. Each of the Note Purchase Agreements and the Notes
         constitutes a legal, valid and binding obligation of the Company
         enforceable against the Company in accordance with its terms.

                    2. No consents, approvals or authorizations of Governmental
         Authorities in respect of the Company are required under the laws of
         the United States of America or the State of New York in connection
         with the execution and delivery by the Company of each of the Note
         Purchase Agreements and the Notes and the offer, issuance, sale and
         delivery by the Company of the Notes. Our opinion in this paragraph 2
         is based solely on a review of generally applicable laws of the United
         States of America and New York, and not on any search with respect to,
         or review of, any orders, decrees, judgments or other determinations
         specifically applicable to the Company.

                    3. Under existing law, neither the registration of the Notes
         under the Securities Act or the "blue sky" laws of the State of New
         York, nor the qualification of an indenture with respect thereto under
         the Trust Indenture Act of 1939, as amended, is required in connection
         with the offering, issuance, sale and delivery of the Notes by the
         Company on the date hereof under the circumstances contemplated by the
         Note Purchase Agreements.

                    4. Neither the issuance of the Notes nor the use of the
         proceeds thereof (as set forth in Section 5.14 of the Note Purchase
         Agreements) will violate Regulation G, T, U or X of the Federal Reserve
         Board.

                    5. The Company is not:

                            (a) an "investment company" or controlled by an
                  "investment company" within the meaning of the Investment
                  Company Act of 1940, as amended, or

                            (b) a "holding company" or an "affiliate" of a
                  "holding company," or a "subsidiary company" of a "holding
                  company," or a "public utility" within the meaning of the
                  Public Utility Holding Company Act of 1935, as amended.

         All opinions contained herein with respect to the enforceability of the
Note Purchase Agreements and the Notes are qualified to the extent that:

                   (a) the availability of equitable remedies, including,
         without limitation, specific enforcement and injunctive relief, is
         subject to the discretion of the court before which any proceedings
         therefor may be brought; and

                   (b) the enforceability of certain terms provided in the Note
         Purchase Agreements and the Notes may be limited by applicable

                                EXHIBIT 4.4(b)-3
<page>
         bankruptcy, administration, reorganization, arrangement, insolvency,
         fraudulent conveyance, moratorium or similar laws affecting the
         enforcement of creditors' rights generally as at the time in effect.

         We express no opinion as to the law of any jurisdiction other than the
law of the State of New York and the federal law of the United States of
America.

         Future holders of the Notes and Chapman and Cutler LLP may rely on this
opinion as if it were addressed to them. This opinion speaks only as of the date
hereof.

                                Very truly yours,


                                EXHIBIT 4.4(b)-4
<page>





                                     ANNEX 1

                                    ADDRESSES


                                EXHIBIT 4.4(b)-5

</TEXT>
</DOCUMENT>
