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Exhibit (b)(3)
ASSUMPTION AGREEMENT
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Reference is made to the Loan Agreement dated as of November 18, 1997
(as now or hereafter amended or modified from time to time, the "Loan
Agreement") among INVACARE CORPORATION, an Ohio Corporation (the "Company"),
each of the Borrowing Subsidiaries designated therein from time to time
(collectively with the Company, the "Borrowers" and each individually a
"Borrower"), the Banks named therein (the "Banks"), NBD BANK, as agent for the
Banks (the "Agent") and KEYBANK NATIONAL ASSOCIATION, as co-agent for the Banks.
Terms defined in the Loan Agreement are used herein with the same meaning.
1. Bank of Montreal ("New Bank") has decided to become a Bank under the
Loan Agreement, with its Commitment, Percentage of Total Commitments and address
for notice as described next to its signature below. The New Bank (i) confirms
that it has received a copy of the Loan Agreement, together with copies of the
financial statements referred to in Section 4.6 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assumption Agreement; (ii) agrees that it will,
independently and without reliance upon the Agent, the Co-Agent or any Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Agreement; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Loan Agreement as are delegated to the Agent by the terms thereof, together
with such powers and discretion as are reasonably incidental thereto; (iv)
agrees that it will perform in accordance with their terms of all of the
obligations that by the terms of the Loan Agreement are required to be performed
by it as a Bank; and (v) if the New Bank is organized under the laws of a
jurisdiction outside the United States, attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the New Bank's
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the New Bank under the Loan
Agreement and the Notes or such other documents as are necessary to indicate
that all such payments are subject to such taxes at a rate reduced by an
applicable tax treaty.
2. Following the execution of this Assumption Agreement, it will be
delivered to the Agent and the Company for acceptance by the Agent and the
Company and recording by the Agent. The effective date for this Assumption
Agreement (the "Effective Date") shall be the date of acceptance hereof by the
Agent and the Company.
3. Upon such acceptance by the Agent and the Company and recording by
the Agent,
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as of the Effective Date, the New Bank shall be a party to the Loan Agreement
and, to the extent provided in this Assumption Agreement, have the rights and
obligations of a Bank thereunder. On the Effective Date, the New Bank shall, in
fulfillment of its obligations as a Bank under the Loan Agreement, fund its
share of outstanding Revolving Credit Advances in accordance with its Percentage
of Total Commitment by making available such amount to the Agent in immediately
available funds at the principal office of the Agent. The Agent shall promptly
adjust the balance of outstanding Revolving Credit Advances owing to each Bank
in accordance with each Bank's new Percentage of Total Commitment and promptly
remit to each Bank any repayment due such Bank as a result of such adjustment.
In the event any Eurodollar Rate Loans are outstanding on the Effective Date and
the repayment of such Eurodollar Rate Loans prior to the last day of the
applicable Eurodollar Interest Period would result in costs and expenses to any
Bank as described in Section 3.8 of the Loan Agreement, the New Bank shall
purchase a participation interest in any outstanding Eurodollar Rate Loans from
each Bank which would suffer such costs and expenses. The amount of the
participation interest purchased by the New Bank from any Bank under this
paragraph shall be equal to the amount of the repayment such Bank would have
received with respect to such Eurodollar Rate Loan as a result of the adjustment
described in this paragraph.
4. This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of Michigan.
5. This Assumption Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
6. Upon acceptance and recording by the Agent, the Agent shall notify
each Bank and the Company of the Percentage of Total Commitments of each Bank,
which shall be binding on all parties.
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IN WITNESS WHEREOF, the New Bank has caused this Assumption Agreement
to be executed by its officer thereunto duly authorized as of the date specified
thereon.
------------------------- BANK OF MONTREAL
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Attention:
--------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile No. (___) ___-_____ --------------------------------
Its: Director
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Commitment Amount $25,000,000
Percentage of Total Commitments: 5.88%
Accepted and Agreed:
NBD BANK, as Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: First Vice President
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INVACARE CORPORATION, as Treasury
Manager on behalf of the Borrowers
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer
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Effective Date: December 23, 1997
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