WAIVER AND AMENDMENT AGREEMENT

 Exhibit 10.3

                         WAIVER AND AMENDMENT AGREEMENT

     THIS  WAIVER  AND  AMENDMENT  AGREEMENT  (this  "Agreement"),  dated  as of
November 14, 2006, to that certain Credit Agreement dated as of January 14, 2005
(as  amended,  restated or  otherwise  modified  prior to the date hereof and as
amended or otherwise modified hereby or from time to time in accordance with the
terms hereof and thereof,  the "Credit  Agreement")  among Invacare  Corporation
(the "Company"),  each of the Borrowing Subsidiaries party thereto (collectively
with the Company,  the "Borrowers"),  the banks set forth on the signature pages
thereof (together with their successors and assigns,  collectively,  the "Banks"
and each  individually  a "Bank")  and  JPMorgan  Chase Bank,  N.A.,  a national
banking association, as agent for the Banks (in such capacity, the "Agent").

                                    RECITALS:

     A. The  Borrowers,  the Banks and the Agent  have  entered  into the Credit
Agreement  under which the Banks have  agreed to provide  loans to, and issue or
participate in letters of credit for the account of, the Borrowers in accordance
with the terms of the Credit Agreement.

     B. A Default has occurred under the Credit Agreement due to a default under
a financial  covenant in the Senior  Unsecured  Notes which is  incorporated  by
reference  into the Credit  Agreement  pursuant to Section  5.2(k) of the Credit
Agreement.  Specifically,  the  financial  covenant set forth in Section 11.3 of
each of the note  purchase  agreements  executed in  connection  with the Senior
Unsecured  Notes (the "Note Purchase  Agreements")  is in default as of the date
hereof as such financial covenant in the Note Purchase  Agreements is tested "at
any time". As this more frequent testing is more favorable to the holders of the
Senior Unsecured Notes, the Banks are entitled to the incorporation by reference
of Section 11.3 into the Credit  Agreement  under the terms of Section 5.2(k) of
the Credit Agreement.  As a result of the breach of Section 5.2(k) of the Credit
Agreement  and the  breach  of  Section  11.3 of the Note  Purchase  Agreements,
Defaults have also occurred under Section 6.1(c) of the Credit Agreement (due to
the past  misrepresentations by the Company that no Default had occurred and was
continuing)  and Section 6.1(f) (as a result of the declared  defaults under the
Note  Purchase  Agreement).  The  breach  of  Section  11.3 of each of the  Note
Purchase  Agreements  as  incorporated  by reference  into the Credit  Agreement
pursuant to Section 5.2(k) of the Credit  Agreement and the breaches of Sections
6.1(c) and 6.1(f) of the Credit Agreement are referred to herein collectively as
the "Existing Defaults". The Borrowers hereby acknowledge the Existing Defaults.

     C. The Agent and the Banks  have the right  under the Credit  Agreement  to
accelerate immediately the Borrowers' obligations under the Credit Agreement and
the other Loan  Documents and  otherwise to exercise,  or cause to be exercised,
all  respective  rights and remedies  available to the Agent and the Banks under
such documents, as applicable, and under law and in equity.

     D. The Company has requested that the Banks  temporarily waive the Existing
Defaults  under the Credit  Agreement  for the period set forth  herein and have
asked the Banks to agree to amend  certain  terms and  provisions  of the Credit
Agreement in accordance with the terms and conditions set forth herein.

     E. The  Banks  which are  signatories  hereto  are  willing  to waive  such
Existing  Defaults for such limited  period and the Banks which are  signatories
hereto are willing to make such amendments,  all on the terms and conditions set
forth herein.

     NOW, THEREFORE,  upon the full and complete  satisfaction of the conditions
precedent  to the  effectiveness  of the  Waivers  and  the  Amendments,  and in
consideration of good and valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged,  the  Borrowers  and the Banks do hereby agree as
follows:

SECTION 1.        Temporary Waiver.

     1.1 Each Borrower hereby  acknowledges  and agrees that, as a result of the
Existing Defaults under the Credit  Agreement,  the Banks may proceed to enforce
their  rights and  remedies  under and in  accordance  with the Loan  Documents,
including without limitation to collect the Borrowers' obligations to the Banks.

     1.2 Subject to the terms and conditions of this Agreement,  the Banks agree
to temporarily waive (the "Waiver") the Existing Defaults during the period (the
"Waiver  Period")  commencing on the date hereof and expiring on the earliest to
occur of (A) December 15, 2006 (the "Outside Waiver Termination  Date'), (B) any
Default  or Event of Default  under any Loan  Document  other than the  Existing
Defaults,  (C) the breach or  nonperformance by the Company or any Subsidiary of
any covenant,  agreement or condition set forth in this  Agreement,  and (D) the
date on which any  representation  or warranty  in Section 3 hereof  fails to be
true and correct.

     1.3 The Waiver shall be effective  only for the Existing  Defaults and only
for the Waiver  Period,  and such Waiver shall not entitle the  Borrowers to any
future waiver in similar or other circumstances and shall automatically cease to
be effective upon the  expiration of the Waiver Period,  without notice or other
action of any kind by the Agent or the  Banks.  The Agent and the Banks  reserve
their respective  rights, in their  discretion,  to exercise any or all of their
rights  and  remedies  under  the Loan  Documents  as a result  of the  Existing
Defaults  upon  the  expiration  of the  Waiver  Period.  Without  limiting  the
foregoing,  upon the expiration of the Waiver Period, a Default will exist under
the Credit  Agreement  and the Agent  shall,  upon the  request of the  Required
Banks,  without  the  need  for the  expiration  of grace  periods,  if any,  in
connection  with the Existing  Defaults,  (but otherwise in accordance  with the
terms  of  the  Credit  Agreement),  accelerate  the  payment  in  full  of  the
obligations  owed to the  Agent  and the Banks  under  the Loan  Documents,  and
enforce and exercise any or all of the Agent's rights under or in respect of the
Credit Agreement and the other Loan Documents and under applicable law.

SECTION 2.        Amendments to the Credit Agreement.

     Subject to the terms and conditions of this Agreement, the Credit Agreement
is hereby and shall be amended as follows:

     2.1  Notwithstanding  anything  to the  contrary  contained  in the  Credit
Agreement, the aggregate principal amount of new Advances outstanding during the
Waiver Period (other than the Advance on or about the Waiver  Effective  Date in
the  approximate  amount of  $15,742,310.21  for the  purpose of  refunding  the
overdraft  owing  to  National  City  Bank  and  other  than  continuations  and
conversions  of Advances  outstanding  on the Waiver  Effective Date in the same
principal  amount) shall not exceed the lesser of (i) $20,000,000,  and (ii) the
amount that would not cause the  aggregate  amount of  Consolidated  Total Debt,
after giving effect to such new Advance, to exceed $520,762,617.58. After giving


effect to the Advance  repaying such overdraft  owing to National City Bank, the
aggregate  principal  amount of  Advances  under the  Credit  Agreement  will be
$140,909,307.37  (the  amount of  existing  loans  under the Credit  Agreement +
$15,742,310.21 (the amount of the loan to refund the overdraft owing to National
City Bank + $1,242,000 (the current amount of letters of credit issued under the
Credit Agreement) (the "Waiver Effective Date Advance Amount"). All new Advances
shall be used solely for working  capital  purposes  in the  ordinary  course of
business.  In  connection  with each request for an Advance under Section 2.8 of
the Credit  Agreement,  the Company  shall  deliver any  certificate  reasonably
requested by the Agent to demonstrate  compliance with the borrowing limitations
set forth herein as of the date such Advance is made, continued or converted and
after giving effect to such Advance.

     2.2  Notwithstanding  anything  to the  contrary  contained  in the  Credit
Agreement,  (i)  principal  payments  shall be required on Advances  outstanding
under the  Credit  Agreement  that are in excess of the  Waiver  Effective  Date
Advance  Amount to the extent cash on hand is in excess of the amount of cash on
hand  historically  maintained  in the  ordinary  course  of  business;  (ii) no
principal  payments  shall be made or required on the Advances  below the Waiver
Effective Date Advance Amount without the prior written  consent of the Required
Banks,  (iii) no  principal  payments  on the  Senior  Unsecured  Notes or other
existing  Indebtedness  shall be permitted  without the prior written consent of
the Required Banks,  and (iv) any principal  payments below the Waiver Effective
Date Advance  Amount under clause (ii) above and any  principal  payments on the
Senior  Unsecured  Notes under clause (iii) above shall be made pro rata between
the  obligations  outstanding  under the Credit  Agreement  and the  obligations
outstanding under the Senior Unsecured Notes.

     2.3  Notwithstanding  anything  to the  contrary  contained  in the  Credit
Agreement, the Applicable Fee Rate for the facility fee paid pursuant to Section
2.5 of the Credit  Agreement  shall be thirty  basis  points (30 bps) during the
Waiver Period.

     2.4  Notwithstanding  anything  to the  contrary  contained  in the  Credit
Agreement,  the  Applicable  Margin for  Eurocurrency  Rate  Loans  shall be one
hundred twenty basis points (120 bps) during the Waiver Period.

     2.5  Notwithstanding  anything  in the Credit  Agreement  to the  contrary,
neither the Company nor any Subsidiary may, after the date hereof and continuing
through April 15, 2007:

          (a)  grant any Liens in  reliance  on the basket  provided  in Section
               5.2(d)(ix) of the Credit Agreement;

          (b)  sell,  lease,  license,  transfer  or  otherwise  dispose  of any
               assets,  other than (i) inventory sold in the ordinary  course of
               business  on  customary  terms,  (ii) the sale of a  building  in
               Europe with approximate sale proceeds of $3,000,000,  (iii) sales
               permitted  pursuant to Section  5.2(f)(i) of the Credit Agreement
               related to  Securitization  Transactions  and (iv)  transfers  or
               other dispositions  related to Investments  permitted pursuant to
               Section 5.2(i) of the Credit Agreement and this Agreement;

          (c)  make any  Investments  in  reliance  on the  basket  provided  in
               Section  5.2(i)(xi) of the Credit Agreement,  other than loans to


               customers  for short term  liquidity  not to exceed an  aggregate
               outstanding principal amount at any time of $2,000,000; or

          (d)  declare or pay any dividend on the capital  stock of the Company,
               other than the  regularly  scheduled  quarterly  dividends to the
               Company's shareholders not to exceed $0.0125 per share.

     2.6 The  Company  covenants  and agrees that on the Monday of each week (or
the next  Business Day if Monday is a holiday),  the Company will furnish to the
Agent a statement of the Company's and its Subsidiaries' cash balances as of the
close of business on the Friday of the immediately  preceding week (or the first
Business Day immediately preceding Friday if Friday is a holiday).

     2.7 The Company covenants and agrees that all material bank accounts of the
Company and each Domestic Subsidiary will be maintained at a Bank.

     2.8 The  following  definitions  are  added to  Section  1.1 of the  Credit
Agreement in appropriate alphabetical order:

          "Material  Adverse Effect" means a material  adverse effect on (a) the
          business,  assets,  operations,  prospects or condition,  financial or
          otherwise,  of the  Company  and the  Subsidiaries  taken  as a whole,
          (b) the  ability of any  Borrower  to perform  any of its  obligations
          under this Agreement or (c) the legality,  validity, binding effect or
          enforceability  against the Company and its Subsidiaries of the Credit
          Agreement.

          "Note Purchase  Agreements" means each of the note purchase agreements
          pursuant to which the Senior Unsecured Notes have been issued.

          "Securitization  Facility"  means the existing  $100 million  accounts
          receivable securitization facility of the Company.

          "Securitization    Waiver"   means   the   waiver/amendment   to   the
          Securitization  Facility attached hereto as Exhibit A and delivered on
          the Waiver Effective Date

          "Waiver Effective Date" shall mean November 15, 2006.

     2.9 The definition of "Senior  Secured Notes" in Section 1.1 is restated as
follows:

          "Senior Unsecured Notes" means the 6.71% Senior Notes due February 27,
          2008, issued in an aggregate  original principal amount of $80,000,000
          under that  certain  Note  Agreement  dated as of  February  27,  1998
          between the Borrower and the Purchasers  named  therein,  the Series A
          Senior  Unsecured  Notes due October 1, 2007 issued on October 1, 2003
          in the aggregate original principal amount of $50,000,000,  the Series
          B Senior Unsecured Notes due October 1, 2009 issued on October 1, 2003
          in an aggregate original principal amount of $30,000,000, the Series C
          Senior  Unsecured  Notes due October 1, 2010 issued on October 1, 2003


          in an aggregate  principal  amount of $20,000,000 and the 6.15% Senior
          Unsecured Notes due April 27, 2016 in an aggregate  original principal
          amount of $150,000,000.

     2.10 Section 2.8 is amended by adding the following  sentence at the end of
the last paragraph of such Section:

          In connection with each request for an Advance under this Section 2.8,
          the Company shall deliver any certificate  reasonably requested by the
          Agent to  demonstrate  compliance  with  Section  5.2(o) of the Credit
          Agreement as of the date such Advance is made,  continued or converted
          and after giving effect to such Advance.

     2.11 Section 4.13 is restated as follows:

          4.13 No  Material  Adverse  Effect.  Since the most  recent  financial
     information  delivered  by the  Company  to the Agent  prior to the  Waiver
     Effective  Date,  there  has  been no  change  in the  business,  property,
     prospects,  condition  (financial or otherwise) or results of operations of
     the Company and its  Subsidiaries  which,  could  reasonably be expected to
     have a Material Adverse Effect.

     2.12 Section 5.2(i)(i) is restated as follows:

          (i) Investments by the Company in and to Subsidiaries, and Investments
     by Subsidiaries in and to the Company and other Subsidiaries, including any
     Investment in a corporation  which, after giving effect to such Investment,
     will become a Subsidiary and including any Investment in any Securitization
     Entity,  provided,  that,  with  respect to any  Investments  comprised  of
     inter-company  loans made by a Subsidiary to any  Borrower,  such loans are
     unsecured  and  subordinated  to the  obligations  outstanding  under  this
     Agreement on terms and conditions  satisfactory to the Required Banks,  and
     provided,  further,  in  each  case  under  this  clause  (i),  so  long as
     immediately  before and after  giving  effect to any such  Investments,  no
     Default or Event of Default would exist;

          2.13 New Sections  5.2(n) and (o) shall be added at the end of Section
     5.2 to read as follows:

          (n) Optional  Payments and  Modification of  Indebtedness.  During the
     period from the Waiver  Effective  Date and  continuing  through  April 15,
     2007, will not, nor will it permit any Subsidiary to, (i) make any optional
     payment,  defeasance  (whether a covenant  defeasance,  legal defeasance or
     other defeasance), prepayment, repurchase (including without limitation any
     offer to repurchase) or other optional  redemption of any Senior  Unsecured
     Notes or any other Indebtedness  (other than under the Credit Agreement) or
     obligations in connection  therewith,  other than,  with the consent of the
     Required Banks, principal payments which are made on a pro rata basis among
     the holders of the Senior  Unsecured  Notes and  Advances  under the Credit
     Agreement,  (ii) enter into any  agreement  restricting  the ability of the
     Company and its  Subsidiaries  to amend or modify any Loan Document,  other
     than  restrictions  contained in the Note  Purchase  Agreements  or any NPA
     Waiver,  (iii)  enter  into any  agreement  or  arrangement  requiring  any
     defeasance of any kind of any of the Senior  Unsecured  Notes,  (iv) amend,


     supplement  or  otherwise  modify  the  Senior  Unsecured  Notes,  the Note
     Purchase Agreements or any agreements or instruments executed in connection
     therewith other than pursuant to the  waiver/amendment to the Note Purchase
     Agreements  attached  hereto  as  Exhibit  B and  delivered  on the  Waiver
     Effective  Date  (the  "NPA  Waiver"),  or (v) pay or agree to pay any fee,
     interest  or other  compensation  or  consideration  to the  holders of the
     Senior  Unsecured  Notes  other  than  as  required  by the  Note  Purchase
     Agreements  and Senior  Unsecured  Notes in effect on the Waiver  Effective
     Date, as modified by the NPA Waiver.

          (o)  Consolidated  Total  Debt.  During  the  period  from the  Waiver
     Effective Date and continuing  through April 15, 2007,  permit or suffer to
     exist the aggregate outstanding principal amount of Consolidated Total Debt
     of the Company and its Subsidiaries at any time to exceed $520,762,617.58.

     2.14 Section 6.1(d) is restated as follows:

          (d) Certain  Covenants.  Any Borrower shall fail to perform or observe
     any term,  covenant  or  agreement  contained  in Section  5.1(d)(i)(A)  or
     Section  5.2(a),  (b), (c), (e), (f), (n) or (o) hereof or contained in the
     Waiver and Amendment to this Agreement dated November 14, 2006; or

     2.15 Each of the  Borrowers  acknowledges  and agrees  that any  covenants,
defaults or similar  provisions  set forth in the NPA Waivers not  substantially
provided for in this  Agreement  or more  favorable to the holders of the Senior
Unsecured Notes are hereby  incorporated by reference into this Agreement to the
same extent as if set forth fully herein, and no subsequent  amendment,  waiver,
termination  or  modification  thereof shall affect any such  covenants,  terms,
conditions or defaults as incorporated herein.

     2.16 For avoidance of doubt, it is hereby,  it is hereby  acknowledged  and
agreed to by the Company that the addition of the  agreements  and  covenants in
this Section 2 hereof and their continuance  beyond the Waiver Period are not to
be construed as an  acquiescence  or waiver of the Existing  Defaults beyond the
Waiver  Period but are added for  additional  protection  of the Banks,  and the
Banks shall retain all of their  rights and remedies  under or in respect of the
Credit  Agreement  and the other Loan  Documents and under  applicable  law with
respect to the Existing  Defaults  upon the  expiration  or  termination  of the
Waiver Period.

SECTION 3.        Representations and Warranties of the Borrowers.

     To  induce  the  Banks  to  execute  and  deliver  this  Agreement   (which
representations  and warranties shall survive the execution and delivery of this
Agreement), each Borrower represents and warrants to each of them that (it being
agreed,  however,  that  nothing  in  this  Section  3 shall  affect  any of the
warranties and  representations  previously made by the Borrowers in or pursuant
to the Loan Documents and that all of such other warranties and  representations
(except to the extent waived under Section 1 hereof),  as well as the warranties
and  representations  in this Section 3, shall survive the  effectiveness of the
Waiver set forth in this Agreement):


          (a) this Agreement has been duly authorized, executed and delivered by
     each Borrower and this Agreement  constitutes the legal,  valid and binding
     obligation,  contract  and  agreement  of  each  Borrower,  as  applicable,
     enforceable  against such Person in  accordance  with its terms,  except as
     enforcement  may be  limited  by  bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws or equitable  principles relating to or limiting
     creditors' rights generally;

          (b) the  Loan  Documents  constitute  the  legal,  valid  and  binding
     obligations,  contracts  and  agreements of each  Borrower  party  thereto,
     enforceable against it in accordance with their respective terms, except as
     enforcement  may be  limited  by  bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws or equitable  principles relating to or limiting
     creditors' rights generally;

          (c) the execution and delivery of this Agreement by each Borrower, and
     the  performance  each  Borrower of the Loan  Documents to which they are a
     party  (i) have been duly  authorized  by all requisite  corporate or other
     action  and,  if  required,  shareholder  action,  (ii) do  not require the
     consent or approval of any  governmental or regulatory body or agency,  and
     (iii) will  not  (A) violate  (1) any  provision of law,  statute,  rule or
     regulation or its certificate of incorporation,  bylaws or other charter or
     organizational  documents,   (2) any  order  of  any  court  or  any  rule,
     regulation or order of any other agency or  government  binding upon it, or
     (3) any provision of any indenture,  agreement or other instrument to which
     it is a party or by which its  properties  or  assets  are or may be bound,
     (B) result in a breach or constitute  (alone or with due notice or lapse of
     time or both) a default under any indenture, agreement or other instrument,
     or (C) result in the creation of any Lien;

          (d) all the  representations  and warranties  made by the Borrowers in
     the Loan  Documents  are true and  correct on the date hereof as if made on
     and as of the date hereof and are so repeated  herein as if  expressly  set
     forth herein or therein,  except (i) those  representations  and warranties
     included in the  Existing  Defaults and (ii) to the extent that any of such
     representations  and warranties  expressly relate by their terms to a prior
     date;

          (e) (i)  Schedule  3(e) sets forth a complete  and correct list of all
     outstanding Indebtedness of the Company and its Subsidiaries as of the date
     hereof  in  an   aggregate   principal   amount  (for  each  such  item  of
     Indebtedness) exceeding $1,000,000 (including a description of the obligors
     and obligees, principal amount outstanding and collateral therefor, if any,
     any guaranty thereof,  if any, any Liens securing such Indebtedness,  and a
     list of the dates and amounts of any scheduled  prepayments  thereof),  and
     (ii) the amount of all  outstanding  Indebtedness  of the  Company  and its
     Subsidiaries not listed on such Schedule does not exceed $1,000,000;

          (f) the  amount of  Consolidated  Total  Debt of the  Company  and its
     Subsidiaries (as defined in and as calculated  under the Credit  Agreement)
     as of November 14, 2006 is $500,762,617.58 and is detailed on Schedule 3(f)
     hereto;

          (g) except as disclosed in Schedule 3(g), 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;

          (h) except for the  Existing  Defaults,  no event has  occurred and no
     condition exists that would constitute a Default or Event of Default;


          (i) no principal or interest  payments are due on the Senior Unsecured
     Notes at any time on or before December 15, 2006; and

          (j) the  NPA  Waiver  and  the  Securitization  Waiver  are  effective
     simultaneously  herewith, and no default or other event or condition exists
     which would cause, or permit the holders of the  Indebtedness (or a trustee
     on behalf of such holders) under any of Senior Unsecured Notes or any other
     Indebtedness  or any  holder  of any of the  obligations  owing  under  the
     Securitization  Facility  to cause,  any  payment of such  Indebtedness  or
     obligations to become due prior to its due date.

SECTION 4.        Conditions to Effectiveness of the Waiver.

     The Waiver shall not become  effective until, and shall become effective on
the date  (the  "Effective  Date")  when  each and  every  one of the  following
conditions  shall have been satisfied or waived,  provided that such  conditions
have been satisfied on or before November 15, 2006:

          (a)  counterparts  of this Agreement  shall have been duly executed by
     each Borrower, the Agent and the Required Banks;

          (b) the NPA Waiver and the  Securitization  Waiver  shall be  executed
     simultaneously herewith and be effective;

          (c) the Company shall have paid fees in  accordance  with the terms of
     any fee letters between the Company and the Agent dated the date hereof;

          (d) after giving effect to the amendments and waiver contained herein,
     the NPA Waiver  and the  Securitization  Waiver,  the  representations  and
     warranties  of each  Borrower set forth in Section 3  hereof and in Section
     Article IV of the Credit  Agreement  shall be true and  correct on and with
     respect to the date hereof and on the Waiver Effective Date; and

          (e) after giving effect to the amendments and waiver contained herein,
     the NPA  Waiver  and the  Securitization  Waiver,  no  Default or Events of
     Default shall exist other than the Existing Defaults.

SECTION 5.        Fees and Expenses.

The Company  agrees to pay and to save the Agent harmless for the payment of all
costs and expenses  arising in  connection  with this  Agreement,  including the
reasonable  fees of  counsel  to the Agent in  connection  with  preparing  this
Agreement and the related documents.

SECTION 6.        Waiver and Release.

Without  limiting the  foregoing,  in order to induce the Agent and the Banks to
enter into this waiver,  the Borrowers  acknowledge  and agree that: (a) neither
any Borrower nor any of their respective  Subsidiaries has any claim or cause of
action against any of the Agent, any Bank or any of their respective  directors,
trustees, officers,  employees or agents (collectively,  the "Released Parties")
relating  to or arising  out of the Loan  Documents  or any of the  transactions
related  thereto;   (b)  neither  any  Borrower  nor  any  of  their  respective
Subsidiaries has any offset right, right of recoupment,  counterclaim or defense
of any  kind  against  any of  their  respective  obligations,  indebtedness  or
liabilities to any of the Released Parties; (c) each of the Released Parties has


heretofore  properly  performed  and  satisfied  in a timely  manner  all of its
obligations to the Borrowers and their  Subsidiaries  under the Loan  Documents,
and (d) neither the Agent nor any Bank has any obligation to make any Advance on
or after December 15, 2006.  Notwithstanding  this representation and as further
consideration  for  the  agreements  and  understandings  herein,  each  of  the
Borrowers,  on behalf of itself and its  employees,  agents,  executors,  heirs,
successors and assigns (the "Releasing Parties"),  hereby releases the Agent and
the  Banks,  their  respective  predecessors,  officers,  directors,  employees,
agents, attorneys,  affiliates,  subsidiaries,  successors and assigns, from any
liability,  claim, right or cause of action which now exists or hereafter arises
as a result  of acts,  omissions  or  events  occurring  on or prior to the date
hereof,  whether known or unknown,  including but not limited to claims  arising
from or in any way  related  to the Loan  Documents  or any of the  transactions
relating  thereto.  No Released  Party shall be liable with respect to, and each
Borrower  hereby  waives,  releases  and  agrees  not to sue for,  any  special,
indirect or  consequential  damages relating to any Loan Document or arising out
of its activities in connection  herewith or therewith  (whether  before,  on or
after the date hereof).

SECTION 7.        Miscellaneous.

     7.1 Within 10 Business Days after the Waiver  Effective Date, each Borrower
shall have delivered such  certificates  of officers,  incumbency  certificates,
charter documents,  resolutions,  good standing certificates and other documents
related to the status of each Borrower and as to the proper authorization of the
transactions  contemplated  by this  Agreement,  as  reasonably  required by the
Agent,  provided that the Agent may extend the date by which this requirement is
required to be satisfied.

     7.2 References in the Credit Agreement or in any other Loan Document to the
Credit  Agreement  shall be deemed to be references  to the Credit  Agreement as
amended hereby and as further  amended from time to time.  Without  limiting the
definition  of Loan  Documents,  this  Agreement  and all other  agreements  and
documents executed in connection herewith constitute Loan Documents.

     7.3 Except as expressly amended hereby, the Borrowers agree that the Credit
Agreement  and all other Loan  Documents  are ratified and  confirmed  and shall
remain  in full  force  and  effect  and that it has no set  off,  counterclaim,
defense or other  claim or dispute  with  respect to any of the  foregoing.  The
Borrowers  hereby  acknowledge  and affirm the  accuracy of all recitals to this
Agreement.  The  Borrowers  represent  that  they have no  intention  to file or
acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter and
believe that the period of time allowed by this Agreement are sufficient for the
Borrowers to accomplish the transactions it has undertaken as represented to the
Banks.  Terms used but not defined  herein  shall have the  respective  meanings
ascribed thereto in the Credit Agreement.

     7.4 The Credit  Agreement and the other Loan Documents,  as amended by this
Agreement,  constitute the entire  understanding  of the parties with respect to
the  subject  matter  hereof  and may only be  modified  or amended by a writing
signed by the party to be charged.  If any  provision  of this  Agreement  is in
conflict with any applicable statute or rule of law or otherwise  unenforceable,
such  offending  provision  shall be null and void  only to the  extent  of such
conflict or  unenforceability,  but shall be deemed  separate from and shall not
invalidate any other provision of this Agreement.

     7.5 This Amendment may be executed in any number of  counterparts  with the
same  effect  as if the  signatures  thereto  and  hereto  were  upon  the  same
instrument.  Facsimile  copies  of  signatures  shall  be  treated  as  original
signatures for all purposes under this Agreement.


     7.6  Each of the  Borrowers  agrees  to  execute  and  deliver  any and all
documents  reasonably  deemed necessary or appropriate by the Agent or the Banks
to carry out the intent of and/or to implement this Agreement.

     7.7 This Amendment  shall not be construed more strictly  against the Banks
or the Agent merely by virtue of the fact that the same has been prepared by the
Banks and the Agent or their counsel,  it being  recognized  that the Borrowers,
the Agent and the Banks have  contributed  substantially  and  materially to the
preparation of this  Agreement,  and each of the parties hereto waives any claim
contesting the existence and the adequacy of the  consideration  given by any of
the other parties hereto in entering into this Agreement.

                                             [signature pages follow]



     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
Agent.

                              INVACARE CORPORATION

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Chief Financial Officer

                              INVACARE (DEUTSCHLAND) GmbH

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE AUSTRALIA PTY. LTD.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE CANADA INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE S.A.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE (UK) LIMITED

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE INTERNATIONAL SARL

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              DOMUS HOMECARE AG

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE HOLDINGS CV

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              SCANDINAVIAN MOBILITY INTERNATIONAL APS

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              2030604 ONTARIO INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              CARROLL HEALTHCARE, INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer


                              Accepted and agreed to:

                              JPMORGAN CHASE BANK,  N.A.,
                              as a Lender and as Agent

                              By: /s/ Dane E. Jergens
                                      Dane E. Jergens
                              Title: Vice President

                              KEYBANK NATIONAL ASSOCIATION,
                              as a Bank and Syndication Agent

                              By: /s/ J.T. Taylor
                                      J.T. Taylor
                              Title: Senior Vice President

                              NATIONAL CITY BANK,
                              as a Bank and Documentation Agent

                              By: /s/ Robert S. Coleman
                                      Robert S. Coleman
                              Title: Senior Vice President

                              BANK OF AMERICA, N.A.,
                              as a Bank and Documentation Agent

                              By: /s/ Kevin R. Wagley
                                      Kevin R. Wagley
                              Title: Senior Vice President

                              CALYON NEW YORK BRANCH

                              By: /s/Doug Weir
                                     Doug Weir
                              Title: Director

                              By: /s/Priya Vrat
                                     Priya Vrat
                              Title: Vice President


                              HARRIS N.A.

                              By: /s/ Mark W. Piekos
                                      Mark W. Piekos
                              Its: Managing Director

                              NORDEA BANK FINLAND PLC, NEW YORK BRANCH

                              By: /s/ Henrik M. Steffensen
                                      Henrik M. Steffensen
                              Its: Senior Vice President

                              By: /s/ Gerald E. Chelius Jr.
                                      Gerald E. Chelius Jr.
                              Its: Senior Vice President Credit

                              PNC BANK, NATIONAL ASSOCIATION

                              By: /s/ Patrick D. Flaherty
                                      Patrick D. Flaherty
                              Its: Credit Officer

                              SUNTRUST BANK

                              By: /s/ William Priester
                                      William Priester
                              Its: Director

                              THE BANK OF NEW YORK

                              By: /s/ John M. Lokay Jr.
                                      John M. Lokay Jr.
                              Its: Vice President


                              COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK B.A.
                              "RABOBANK INTERNATIONAL",
                              NEW YORK BRANCH

                              By: /s/ Rebecca O. Morrow
                                      Rebecca O. Morrow
                              Its: Executive Director


                                  SCHEDULE 3(e)
                                  EXISTING DEBT
                                    11/14/06

Senior Unsecured Notes
----------------------
6.71%, issued February 27, 1998, due February 27, 2008          $80,000,000.00
3.97%, issued October 1, 2003, due October 1, 2007               50,000,000.00
4.74%, issued October 1, 2003, due October 1, 2009               30,000,000.00
5.05%, issued October 1, 2003, due October 1, 2010               20,000,000.00
6.15%, issued April 27, 2006, due April 27, 2016                150,000,000.00

Revolving Credit Facility (USD Equivalent)
------------------------------------------
Carroll Healthcare                                               55,169,477.21
Invacare Australia                                                9,676,250.00
Invacare International Sarl                                      16,794,247.18
Invacare International Sarl                                       2,621,365.92
Invacare International Sarl                                      31,647,967.06
Invacare Corporation                                             25,000,000.00

Overdraft Line
--------------
Invacare Corporation                                             15,742,310.21

Other
-----
Letters of Credit                                                 2,568,000.00
Property Leases                                                  11,543,000.00

Total Consolidated Debt                                        $500,762,617.58

Maximum Allowed Debt                                            520,762,617.58

Additional Borrowing Capacity                                   $20,000,000.00

                                                   SCHEDULE 3(f)

Itemization  description of the  Consolidated  Total Debt of the Company and its
Subsidiaries (as defined in and as calculated under the Credit  Agreement) as of
November 14, 2006

Senior Unsecured Notes
----------------------
6.71%, issued February 27, 1998, due February 27, 2008          $80,000,000.00
3.97%, issued October 1, 2003, due October 1, 2007               50,000,000.00
4.74%, issued October 1, 2003, due October 1, 2009               30,000,000.00
5.05%, issued October 1, 2003, due October 1, 2010               20,000,000.00
6.15%, issued April 27, 2006, due April 27, 2016                150,000,000.00

Revolving Credit Facility (USD Equivalent)
------------------------------------------
Carroll Healthcare                                               55,169,477.21
Invacare Australia                                                9,676,250.00
Invacare International Sarl                                      16,794,247.18
Invacare International Sarl                                       2,621,365.92
Invacare International Sarl                                      31,647,967.06
Invacare Corporation                                             25,000,000.00

Overdraft Line
--------------
Invacare Corporation                                             15,742,310.21

Other
-----
Letters of Credit                                                 2,568,000.00
Property Leases                                                  11,543,000.00

Total Consolidated Debt                                        $500,762,617.58

Maximum Allowed Debt                                            520,762,617.58

Additional Borrowing Capacity                                   $20,000,000.00


                                  SCHEDULE 3(g)

                               CERTAIN LITIGATION


                                    EXHIBIT A

                              Securitization Waiver

     OMNIBUS WAIVER, AMENDMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

     THIS  OMNIBUS   WAIVER,   AMENDMENT  AND   REAFFIRMATION   OF   PERFORMANCE
UNDERTAKING, dated as of November 14, 2006 (this "Waiver"), is by and among:

          (a) Invacare Corporation, an Ohio corporation ("Invacare"), Healthtech
     Products, Inc., a Missouri corporation,  and Invacare Supply Group, Inc., a
     Massachusetts  corporation (each of the foregoing  including  Invacare,  an
     "Originator" and collectively, the "Originators"),

          (b) Invacare  Receivables  Corporation,  a Delaware corporation ("IRC"
     and, together with the Originators, the "Companies"),

          (c) Park Avenue Receivables Company, LLC ("Conduit"), and

          (d) JPMorgan Chase Bank,  N.A.,  individually  (together with Conduit,
     the "Purchasers") and as agent (together with its successors and assigns in
     such capacity, the "Agent").

                              W I T N E S S E T H :

          WHEREAS,   the  Originators  and  IRC  are  parties  to  that  certain
     Receivables   Sale   Agreement,   dated  as  of  September  30,  2005  (the
     "Receivables Sale Agreement");

          WHEREAS, IRC, as Seller, Invacare, as Servicer, the Purchasers and the
     Agent are parties to that certain  Receivables  Purchase Agreement dated as
     of September  30, 2005, as heretofore  amended (the  "Receivables  Purchase
     Agreement"  and,   together  with  the  Receivable   Sale  Agreement,   the
     "Agreements");

          WHEREAS,  Invacare has executed that certain  Performance  Undertaking
     dated  as of  September  30,  2005,  in  favor  of  IRC  (the  "Performance
     Undertaking); and

          WHEREAS,  the parties wish to (a) waive a Termination  Event under the
     Receivables Sale Agreement and an Amortization  Event under the Receivables
     Purchase Agreement,  (b) amend the Receivables Purchase Agreement,  and (c)
     reaffirm  the  Performance  Undertaking,  in each  case,  on the  terms and
     subject to the conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises herein contained, and
     for other good and valuable  consideration,  the receipt of which is hereby
     acknowledged, the parties hereto hereby agree as follows:

          1.  Defined  Terms.  Capitalized  terms used herein and not  otherwise
     defined  shall  have  their  meanings  as  attributed  to such terms in the
     Agreements.

          2. Limited Waivers; Amendment.

          2.1. Limited Waivers.

               (a) Any Potential Termination Event or Termination Event that may
          have arisen (or that may at any time  hereafter  prior to December 15,
          2006 arise) under Section 5.1(c) of the Receivables  Sale Agreement by
          virtue of  Invacare's  failure to  observe at all times the  financial
          covenant  set  forth  in  Section  11.3 of each of the  note  purchase
          agreements  executed in connection with the Senior Unsecured Notes (as
          defined  in  the  Five-Year  Credit  Agreement)  and  incorporated  by
          reference  into  Section  5.2(k)  of the  Five-Year  Credit  Agreement
          (collectively,  the  "Cross-Defaults") is hereby waived for the period
          commencing  on the date hereof  through  the  earliest to occur of (i)
          December 15, 2006, (B) any Potential  Termination Event or Termination
          Event other than the Cross Defaults,  (C) the breach or nonperformance
          by any of the  Companies of any  covenant,  agreement or condition set
          forth in this Waiver,  and (D) the date on which any representation or
          warranty in Section 3 hereof fails to be true and correct.

               (b) Any Amortization  Event or Potential  Amortization Event that
          may have arisen (or that may at any time  hereafter  prior to December
          15, 2006  arise)  under  Section  9.1(c) of the  Receivables  Purchase
          Agreement  by virtue of the  Cross-Defaults  is hereby  waived for the
          period  commencing on the date hereof through the earliest to occur of
          (i)  December  15,  2006,  (B) any  Potential  Amortization  Event  or
          Amortization  Event other than the Cross  Defaults,  (C) the breach or
          nonperformance  by any of the Companies of any covenant,  agreement or
          condition  set  forth in this  Waiver,  and (D) the date on which  any
          representation  or warranty  in Section 3 hereof  fails to be true and
          correct.

          2.2. Amendments.

               (a) The  definitions  of the following  terms in the  Receivables
          Purchase  Agreement are hereby  amended and restated in their entirety
          to read as follows:

                  "Dilution Stress Factor" means (a) at any time the Servicer's
         ratio of Total Debt to Adjusted EBITDA is less than 3.0, 1.75, (b) at
         any time between September 28, 2006 and the Liquidity Termination Date
         until the Agent otherwise notifies the Seller Parties, 1.75, and (c) at
         any other time unless the Agent otherwise notifies the Seller Parties,
         2.00.

               "Liquidity  Termination  Date"  means  December  15, 2006 or such
          later date as extended pursuant to the terms of this Agreement.

               "Loss Ratio" means, as of any Cut-Off Date, the ratio  (expressed
          as a  percentage)  computed by  dividing  (a) the sum of (i) the total
          Outstanding  Balance of Defaulted  Receivables plus (ii) the amount of
          Receivables  which  became  Charged-Off  Receivables  before  becoming
          Defaulted Receivables during the Calculation Period that includes such


          Cut-Off Date, plus (iii) the amount of Receivables that were converted
          to  notes  receivable  or  Collection   Receivables   before  becoming
          Defaulted Receivables during the Calculation Period that includes such
          Cut-Off Date, by (b) the aggregate  sales generated by the Originators
          during  the  Calculation  Period  occurring  six  months  prior to the
          Calculation  Period  ending on such Cut-Off Date;  provided,  however,
          that at any time  while  Invacare's  ratio of Total  Debt to  Adjusted
          EBITDA is less than 3.00 and at all times  between  September 28, 2006
          and the Liquidity  Termination Date until the Agent otherwise notifies
          the Seller Parties,  only 80% of the amount described in clause (a)(i)
          shall be counted for purposes of computing the Loss Ratio.

               "Purchase Limit" means $75,401,750.

               (b) Clause (xv) of the  definition  of "Eligible  Receivable"  is
          hereby amended and restated in its entirety to read as follows:

                    (xv)  which  is not  subject  to any  right  of  rescission,
               set-off,  counterclaim,  any other  defense  (including  defenses
               arising  out of  violations  of  usury  laws)  of the  applicable
               Obligor  against the  applicable  Originator or any other Adverse
               Claim,  and the Obligor  thereon  holds no right as against  such
               Originator to cause such  Originator  to repurchase  the goods or
               merchandise  the  sale of which  shall  have  given  rise to such
               Receivable  (except  with  respect  to  sale  discounts  effected
               pursuant  to  the  Contract,   or  defective  goods  returned  in
               accordance with the terms of the Contract);  provided that (a) if
               such  dispute,  offset,  counterclaim  or defense  affects only a
               portion of the Outstanding Balance of such Receivable,  then such
               Receivable may be deemed an Eligible  Receivable to the extent of
               the portion of such Outstanding Balance which is not so affected,
               and (b) Receivables of any Obligor which has any accounts payable
               by the applicable  Originator or by a wholly-owned  Subsidiary of
               such Originator  (thus giving rise to a potential  offset against
               such  Receivables) may be treated as Eligible  Receivables to the
               extent that the Obligor of such  Receivables  has agreed pursuant
               to a written agreement in form and substance  satisfactory to the
               Agent, that such Receivables shall not be subject to such offset,
               and provided, further, that at any time while Invacare's ratio of
               Total Debt to Adjusted  EBITDA is less than 3.00 and at all times
               between  September  28, 2006 and the Liquidity  Termination  Date
               until the Agent otherwise  notifies the Seller Parties,  only 80%
               of the accrued amount of contractual  rebates shall be counted as
               a contra pursuant to the foregoing clause (a),

               (c) Schedule A to the  Receivables  Purchase  Agreement is hereby
          amended to deleted  "$100,000,000"  where it appears and substitute in
          lieu thereof "$75,401,750."

          3.  Certain  Representations.  In order to  induce  the  Agent and the
     Purchasers  to  enter  into  this  Waiver,  each  of the  Companies  hereby
     represents and warrants to the Agent and the Purchasers  that, after giving
     effect to the waivers  contained  in Section 2 hereof,  (a) no  Termination
     Event,  Potential  Termination  Event,   Amortization  Event  or  Potential
     Amortization  Event exists and is continuing  as of the Effective  Date (as
     defined  in  Section 4 below),  (b) each of the  Agreements  to which  such
     Company is a party,  as amended hereby,  constitutes  the legal,  valid and


     binding  obligations  of such Company  enforceable  against such Company in
     accordance  with its terms,  except as such  enforcement  may be limited by
     applicable  bankruptcy,  insolvency,  reorganization  or other similar laws
     relating  to  or  limiting  creditors'  rights  generally  and  by  general
     principles  of equity  (regardless  of whether  enforcement  is sought in a
     proceeding   in  equity   or  at  law  and  (c)  each  of  such   Company's
     representations and warranties contained in each of the Agreements to which
     it is a party is true and correct as of the  Effective  Date as though made
     on such date (except for such  representations  and  warranties  that speak
     only as of an earlier date).

          4.  Effective  Date;  Conditions  Precedent.  This Waiver shall become
     effective as of the date hereof (the "Effective  Date") upon receipt by the
     Agent of (a)  counterparts  of this  Waiver,  duly  executed by each of the
     parties hereto,  (b) a copy of a waiver of the  Cross-Defaults  executed by
     the requisite  lenders under the  Five-Year  Credit  Agreement on terms and
     conditions acceptable to the Agent, (c) a copy of a waiver of the breach of
     Section 11.3 of each of the note purchase agreements executed in connection
     with  the  Senior   Unsecured   Notes,   duly  executed  by  the  requisite
     noteholders,   on  terms  and  conditions  acceptable  to  the  Agent,  (d)
     counterparts  of an amended and restated Fee Letter,  duly  executed by the
     Agent, the Conduit, IRC and J.P. Morgan Securities Inc., and (e) payment of
     a fully-earned and non-refundable Waiver Fee (as defined in the Fee Letter)
     in immediately available funds.

          5. Ratification;  Reaffirmation of Performance Undertaking.  Except as
     expressly  modified hereby,  the Agreements,  as amended hereby,  is hereby
     ratified,  approved and confirmed in all respects.  By its signature below,
     Invacare  hereby  consents to the terms of this Waiver and hereby  confirms
     that its Performance  Undertaking  remains  unaltered and in full force and
     effect.

          6.  Reference to Agreement.  From and after the Effective Date hereof,
     each  reference  in  the  Agreements  to  "this  Agreement",  "hereof",  or
     "hereunder"  or words of like import,  and all references to the Agreements
     in any and all agreements,  instruments, documents, notes, certificates and
     other  writings  of every  kind and  nature  shall  be  deemed  to mean the
     Agreements in each case, as modified by this Waiver.

          7. Costs and Expenses.  The Seller agrees to pay all reasonable costs,
     fees, and out-of-pocket  expenses (including reasonable attorneys' fees and
     time  charges  of  attorneys  for  the  Agent)  incurred  by the  Agent  in
     connection with the preparation, execution and enforcement of this Waiver.

          8. CHOICE OF LAW.  THIS  WAIVER  SHALL BE GOVERNED  AND  CONSTRUED  IN
     ACCORDANCE  WITH THE INTERNAL  LAWS (AND NOT THE LAW OF  CONFLICTS)  OF THE
     STATE OF NEW YORK.

          9.  Execution  in  Counterparts.  This  Waiver 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.

     IN WITNESS  WHEREOF,  the parties have  executed this Waiver as of the date
first above written.

PARK AVENUE RECEIVABLES COMPANY, LLC

BY:  JPMORGAN CHASE BANK, N.A., ITS ATTORNEY-IN-FACT

By: /s/ Ronald J. Atkins
Name: Ronald J. Atkins
Title: Authorized Signatory

JPMORGAN CHASE BANK, N.A., INDIVIDUALLY AND AS AGENT

By: /s/ Ronald J. Atkins
Name: Ronald J. Atkins
Title: Vice President

INVACARE CORPORATION,
HEALTHTECH PRODUCTS, INC. AND
INVACARE SUPPLY GROUP, INC.

By: /s/ Gregory C. Thompson
Name:  Gregory C. Thompson
Title:  Chief  Financial Officer

INVACARE RECEIVABLES CORPORATION

By: /s/ Gregory C. Thompson
Name:  Gregory C. Thompson
Title:  Chief  Financial Officer


                                    EXHIBIT B

                               Form of NPA Waiver
           (To be conformed for each of the Note Purchase Agreements)

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

                              INVACARE CORPORATION

                       -----------------------------------

                              WAIVER AND AMENDMENT
                          Dated as of November 14, 2006

                                       to

                            NOTE PURCHASE AGREEMENTS
                          Dated as of February 27, 1998

                       -----------------------------------

        Re: $80,000,000 6.71% Series A Senior Notes due February 27, 2008
                                       and
          $20,000,000 6.60% Series B Senior Notes due February 27, 2005

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

                WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENTS

     THIS  WAIVER  AND  AMENDMENT  dated as of  November  14,  2006 (the or this
"Waiver"),  to the  separate and several Note  Purchase  Agreements  dated as of
February 27, 1998, is between  INVACARE  CORPORATION,  an Ohio  corporation (the
"Company"), and each of the institutions which is a signatory to this Waiver and
is a Noteholder referred to below.

                                    RECITALS:

     A. The  Company has  previously  entered  into  separate  and several  Note
Purchase Agreements, each dated as of February 27, 1998, between the Company and
each of the institutions  identified on Schedule A thereto  (together with their
successors  and  assigns,   each,  a  "Noteholder,"   and,   collectively,   the
"Noteholders"),  as amended pursuant to that certain First Amendment dated as of
October 1, 2003 and as further amended pursuant to that certain Second Amendment
dated as of September  29, 2005 (said Note  Purchase  Agreements,  as heretofore
amended,  collectively,  the "Note Purchase  Agreement"),  pursuant to which the
Company  issued and sold its (i)  $80,000,000  6.71%  Series A Senior  Notes due
February  27, 2008 (the  "Series A Notes") and (ii)  $20,000,000  6.60% Series B
Senior Notes due  February  27, 2005 (the "Series B Notes").  The Series B Notes
were paid in full on February 27, 2005. The  Noteholders  are the holders of the
outstanding  principal  amount of the Series A Notes identified on the signature
pages hereto.

     B. The Company has also  previously  entered into separate and several Note
Purchase  Agreements,  each dated as of October 1, 2003, between the Company and
each of the  institutions  identified  on Schedule A thereto (said Note Purchase
Agreements,  as  heretofore  amended,  collectively,  the  "2003  Note  Purchase
Agreement"),  pursuant to which the  Company  issued its (i)  $50,000,000  3.97%
Series A Senior  Notes due  October 1, 2007,  (ii)  $30,000,000  4.74%  Series B
Senior Notes due October 1, 2009,  and (iii)  $20,000,000  5.05% Series C Senior
Notes due October 1, 2010 (collectively, the "2003 Notes").

     C. The Company has also  previously  entered into separate and several Note
Purchase  Agreements,  each dated as of April 27, 2006,  between the Company and
each of the  institutions  identified  on Schedule A thereto (said Note Purchase
Agreements, collectively, the "2006 Note Purchase Agreement"), pursuant to which
the Company issued its  $150,000,000  6.15% Senior Notes due April 27, 2016 (the
"2006 Notes").

     D. The  Company  has also  previously  entered  into  that  certain  Credit
Agreement dated as of January 14, 2005 (the "Bank Credit Agreement"),  among the
Company,  certain Borrowing  Subsidiaries (as defined therein),  the banks named
therein  (the  "Banks"),  JPMorgan  Chase Bank,  N.A.,  as agent (the  "Agent"),
Keybank National Association as Syndication Agent, J.P. Morgan Securities,  Inc.
and Keybank  National  Association as Co-Lead  Arrangers,  pursuant to which the
Banks agreed to make term loans and extend a credit  facility to the Company and
the Borrowing Subsidiaries.

     E. The Company has requested  that the  Noteholders  temporarily  waive its
non-compliance  with Sections 7.1(d) and 11.3 of the Note Purchase Agreement and

the Events of Default that have occurred and are continuing  under Section 12(c)
as a result of such non-compliance.

     F. In  furtherance of the foregoing,  the Company and the  Noteholders  now
desire  to set  forth  their  agreement  with  respect  to (i) the  Noteholders'
temporary waiver of the Company's non-compliance and resulting Events of Default
under the Note Purchase  Agreement as described in Recital E above, and (ii) the
amendments to the Note Purchase  Agreement as set forth in Section 5 hereof,  in
each case, in the respects, but only in the respects, hereinafter set forth.

     G.  Capitalized  terms  used  herein  shall  have the  respective  meanings
ascribed thereto in the Note Purchase Agreement, as waived hereby, unless herein
defined or the context shall otherwise require.

     H. All requirements of law have been fully complied with and all other acts
and things necessary to make this Waiver a valid,  legal and binding  instrument
according  to its  terms for the  purposes  herein  expressed  have been done or
performed.

     NOW, THEREFORE,  upon the full and complete  satisfaction of the conditions
precedent to the effectiveness of this Waiver set forth in Section 3 hereof, and
in consideration of good and valuable  consideration the receipt and sufficiency
of which is hereby acknowledged,  the Company and the undersigned Noteholders do
hereby agree as follows:

SECTION 1. TEMPORARY WAIVER.

     The Company has advised the  Noteholders  that it is not  currently and has
not been in  compliance  with  Sections  7.1(d)  and  11.3 of the Note  Purchase
Agreement,  and as a result of such  non-compliance  there have occurred and are
continuing Events of Default under Section 12(c) of the Note Purchase  Agreement
(such  non-compliance and resulting Events of Default are collectively  referred
to herein as the "Existing Defaults").  On the Waiver Effective Date (as defined
in Section 3 below), the undersigned Noteholders hereby temporarily waive, as of
the date hereof and  continuing  through  December 15, 2006,  compliance  by the
Company with,  and the Events of Default  occurring as a result of the Company's
failure to be in compliance with,  Sections 7.1(d) and 11.3 of the Note Purchase
Agreement,  provided,  however, this temporary waiver shall only be effective so
long as from the date of this Waiver and  continuing  through  December 15, 2006
(the "Waiver  Period"),  the Company shall be in compliance in all respects with
the terms and  conditions  of Section 5 hereof.  The  failure of the  Company to
comply  with its  agreements  in  Section  5 of this  Waiver  shall be deemed an
automatic  Event of Default under  Section 12(c) of the Note Purchase  Agreement
(as of the date the Existing Defaults  originally  occurred) and a rescission of
the  temporary  waiver in this  Section 1, in each case,  without  any notice or
other action on behalf of the Noteholders.  The temporary waiver of the Existing
Defaults  is  limited  to the  specific  instances  of failure to comply and the
resulting  Events of Default which are described above and shall not be deemed a
waiver of or consent to any other  failure to comply  with the terms of Sections
7.1(d) or 11.3 of the Note  Purchase  Agreement or any other  provisions  of the
Note Purchase Agreement.  Such waiver shall not prejudice or constitute a waiver
of any right or remedies which the  Noteholders  may have or be entitled to with


respect to any other breach of Sections 7.1(d) or 11.3 or any other provision of
the Note Purchase Agreement.

     The waiver  contemplated  in this Section 1 shall be effective only for the
Existing  Defaults  and only for the Waiver  Period,  and such waiver  shall not
entitle the Company to any future waiver in similar or other  circumstances  and
shall  automatically  cease to be effective  upon the  expiration  of the Waiver
Period,  without  notice  or other  action of any kind by the  Noteholders.  The
Noteholders  reserve their respective  rights, in their discretion,  to exercise
any or all of their rights and remedies  under the Note  Purchase  Agreement and
Series A Notes as a result of the Existing  Defaults upon the  expiration of the
Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver
Period,  an Event of Default  will  continue  to exist  under the Note  Purchase
Agreement and the Noteholders  may, without the need for the expiration of grace
periods,  if any, in connection  with the Existing  Defaults  (but  otherwise in
accordance  with the  terms  of the Note  Purchase  Agreement),  accelerate  the
payment  in full of the  obligations  owed to the  Noteholders  under  the  Note
Purchase  Agreement  and Series A Notes,  and enforce and exercise any or all of
the Noteholders'  rights under or in respect of the Note Purchase  Agreement and
Series A Notes and under applicable law.

     For  avoidance  of doubt,  it is hereby  acknowledged  and agreed to by the
Company that the addition of the  agreements  and  covenants in Section 5 hereof
and their  continuance  beyond the Waiver  Period are not to be  construed as an
acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are
added for additional  protection of the Noteholders,  and the Noteholders  shall
retain all their  rights and remedies  under or in respect of the Note  Purchase
Agreement  and  Series A Notes  and under  applicable  law with  respect  to the
Existing Defaults upon the expiration or termination of the Waiver Period.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     Section 2.1. To induce the  Noteholders  to execute and deliver this Waiver
(which representations shall survive the execution and delivery of this Waiver),
the Company represents and warrants to the Noteholders that:

               (a) this Waiver has been duly authorized,  executed and delivered
          by it and  this  Waiver  constitutes  the  legal,  valid  and  binding
          obligation,  contract and agreement of the Company enforceable against
          it in accordance with its terms,  except as enforcement may be limited
          by bankruptcy, insolvency, reorganization,  moratorium or similar laws
          or  equitable  principles  relating to or limiting  creditors'  rights
          generally;

               (b) the Note  Purchase  Agreement,  as modified  by this  Waiver,
          constitutes the legal,  valid and binding  obligations,  contracts and
          agreements of the Company  enforceable  against it in accordance  with
          their  respective  terms,  except as  enforcement  may be  limited  by
          bankruptcy, insolvency, reorganization,  moratorium or similar laws or
          equitable   principles  relating  to  or  limiting  creditors'  rights
          generally;

               (c) the  execution,  delivery and  performance  by the Company of
          this Waiver (i) has been duly  authorized by all  requisite  corporate


          action and, if required, shareholder action, (ii) does not require the
          consent or approval of any  governmental or regulatory body or agency,
          and (iii) will not (A) violate (1) any provision of law, statute, rule
          or regulation or its certificate of incorporation  or bylaws,  (2) any
          order  of any  court or any  rule,  regulation  or order of any  other
          agency or  government  binding  upon it, or (3) any  provision  of any
          material  indenture,  agreement or other  instrument  to which it is a
          party or by which its  properties or assets are or may be bound or (B)
          result in a breach or constitute (alone or with due notice or lapse of
          time or  both) a  default  under  any  indenture,  agreement  or other
          instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

               (d) as of the date hereof and after giving effect to this Waiver,

                         (i) no Default or Event of Default has  occurred  which
                    is continuing under the Note Purchase Agreement,

                         (ii) other  than an event of  default or similar  event
                    that has  occurred and is  continuing  under the Bank Credit
                    Agreement  solely as a result of (A) a cross  default to the
                    Note   Purchase    Agreement    based   on   the   Company's
                    non-compliance  with  Sections  7.1(d)  and 11.3 of the Note
                    Purchase Agreement, (B) a default under Section 5.2(k) (most
                    favored lenders'  provision) of the Bank Credit Agreement as
                    a result of such Section 5.2(k)  incorporating  by reference
                    Section 11.3 of the Note Purchase Agreement and (C) an event
                    of default under Section 6.1(c)  (misrepresentations  by the
                    Company that no default or event of default had occurred and
                    was continuing) of the Bank Credit  Agreement (in each case,
                    which such events of default or similar  events have been or
                    will be waived pursuant to Section 3(c) of this Waiver),  no
                    default,  event of default or similar event has occurred and
                    is continuing under the Bank Credit Agreement,

                         (iii)  other  than the  events of  default  or  similar
                    events that have occurred and are continuing  under the 2003
                    Note Purchase Agreement and 2006 Note Purchase Agreement, in
                    each case,  similar to the  Events of Default  described  in
                    Section 1 of this  Waiver  (which  such events of default or
                    similar  events  have  been or will be  waived  pursuant  to
                    Section 3(d) and (e) of this Waiver),  no default,  event of
                    default  or similar  event has  occurred  and is  continuing
                    under each of the 2003 Note Purchase Agreement and 2006 Note
                    Purchase Agreement, and

                         (iv)   other  than  a   default,   event  of   default,
                    amortization event,  termination event or similar event that
                    has  occurred  and is  continuing  under  the  $100  million
                    accounts receivable  securitization  facility of the Company
                    (evidencing   the   Permitted   Receivables   Securitization
                    Program)  (the  "Securitization  Facility") as a result of a
                    cross  default to the Note Purchase  Agreement  based on the
                    Company's  non-compliance  with Sections  7.1(d) and 11.3 of
                    the Note Purchase  Agreement and a cross default to the Bank
                    Credit   Agreement   based  on  similar  events  of  default
                    thereunder (which such event of default, amortization event,
                    termination  event  or  similar  event  has  been or will be


                    waived pursuant to Section 3(f) of this Waiver), no default,
                    event of default,  amortization  event or similar  event has
                    occurred  and  is   continuing   under  the   Securitization
                    Facility; and

               (e) neither the  Company  nor any of its  Affiliates  has paid or
          agreed to pay any fees or other consideration, or given any additional
          security or  collateral,  or shortened the maturity or average life of
          any  indebtedness or permanently  reduced any borrowing  capacity,  in
          each case,  in favor of or for the  benefit  for any  creditor  of the
          Company, in connection with the obtaining of any consents or approvals
          in connection with the transactions  contemplated  hereby  (including,
          without  limitation,  under  the  Bank  Credit  Agreement,  2003  Note
          Purchase Agreement and 2006 Note Purchase  Agreement),  other than (i)
          with  respect  to the  Series A Notes,  the  payment of the waiver fee
          referred  to in  Section  4(a)  below,  (ii) with  respect to the 2003
          Notes,  a waiver  fee  equal to  0.22%  of the  aggregate  outstanding
          principal  amount  of the 2003  Notes  paid  pro  rata to the  holders
          thereof,  (iii) with respect to the 2006 Notes,  a waiver fee equal to
          0.22% of the aggregate  outstanding principal amount of the 2006 Notes
          paid pro rata to the  holders  thereof,  and (iv) with  respect to the
          Bank  Credit  Agreement,  (A) a  waiver  fee  equal  to  0.10%  of the
          aggregate  commitments of the Banks, (B) an increase in the commitment
          fee  from  0.20%  to  0.30%  per  annum  calculated  on the  aggregate
          commitments of the Banks during the Waiver Period, and (C) an increase
          in the Applicable  Margin for Eurocurrency Rate Loans (each as defined
          in the Bank Credit  Agreement) from 0.875% to 1.20%  calculated on the
          outstanding  Eurocurrency Rate Loans during the Waiver Period, in each
          case paid pro rata to the holders thereof;

                  (f) the amount of Consolidated Debt of the Company and its
         Subsidiaries (as defined in and as calculated under the Note Purchase
         Agreement) as of November 14, 2006 is $500,762,617.58; and

                  (g) the amount of all Revolving Credit Advances (as defined in
         the Bank Credit Agreement) outstanding under the Bank Credit Agreement
         as of November 14, 2006 is $142,151,307.37, consisting of
         $115,909,307.37 in Revolving Credit Advances made to Subsidiaries and
         $26,242,000.00 in Revolving Credit Advances made to the Company; and as
         of November 14, 2006, there are no Bid-Option Loans (as defined in the
         Bank Credit Agreement) outstanding.

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS WAIVER.

     This Waiver shall not become  effective  until,  and shall become effective
when, each and every one of the following  conditions  shall have been satisfied
(the "Waiver Effective Date"):

          (a) executed counterparts of this Waiver, duly executed by the Company
     and the Required Holders, shall have been delivered to the Noteholders;

          (b) the  representations  and  warranties  of the Company set forth in
     Section  2 hereof  are true and  correct  on and with  respect  to the date
     hereof  and  (except  to the extent  that any of such  representations  and


     warranties  expressly  relate by their  terms to a prior  date) the  Waiver
     Effective Date;

          (c) the Company  shall have  furnished  to the  Noteholders  and their
     special counsel an executed copy of an amendment,  modification,  waiver or
     consent  necessary to waive any default or event of default occurring under
     the Bank Credit Agreement  resulting from (i) any cross default to the Note
     Purchase  Agreement  based on the  Company's  non-compliance  with Sections
     7.1(d)  and  11.3  of the  Note  Purchase  Agreement,  (ii)  the  Company's
     non-compliance with Section 5.2(k) (most favored lenders' provision) of the
     Bank Credit  Agreement as a result of such Section 5.2(k)  incorporating by
     reference Section 11.3 of the Note Purchase Agreement and (iii) an event of
     default under  Section  6.1(c)  (misrepresentations  by the Company that no
     default or event of default had  occurred and was  continuing)  of the Bank
     Credit Agreement, and any such amendment,  modification,  waiver or consent
     shall be reasonably  satisfactory  in form and substance to the Noteholders
     and their special counsel (including,  without limitation,  with respect to
     any waiver  thereunder  not  expiring  before the end of the Waiver  Period
     hereunder);  the "Aggregate Revolving Credit Commitment" (as defined in the
     Bank Credit  Agreement) shall not be less than $500,000,000 and the Company
     shall be permitted to draw thereon; and the "Termination Date" shall not be
     on a date prior to January 14, 2010;

          (d) the Company  shall have  furnished  to the  Noteholders  and their
     special  counsel  an  executed  copy of a waiver  necessary  to  waive  the
     defaults  or  events of  default  occurring  under  the 2003 Note  Purchase
     Agreement which are similar to the Events of Default described in Section 1
     of this Waiver,  and such waiver shall be reasonably  satisfactory  in form
     and  substance to the  Noteholders  and their special  counsel  (including,
     without  limitation,  with  respect to any waiver  thereunder  not expiring
     before the end of the Waiver Period hereunder);

          (e) the Company  shall have  furnished  to the  Noteholders  and their
     special  counsel  an  executed  copy of a waiver  necessary  to  waive  the
     defaults  or  events of  default  occurring  under  the 2006 Note  Purchase
     Agreement which are similar to the Events of Default described in Section 1
     of this Waiver,  and such waiver shall be reasonably  satisfactory  in form
     and  substance to the  Noteholders  and their special  counsel  (including,
     without  limitation,  with  respect to any waiver  thereunder  not expiring
     before the end of the Waiver Period hereunder);

          (f) the Company  shall have  furnished  to the  Noteholders  and their
     special counsel an executed copy of an amendment,  modification,  waiver or
     consent necessary to waive any default, event of default, termination event
     or amortization event occurring under the Securitization Facility resulting
     from  any  cross  default  to the  Note  Purchase  Agreement  based  on the
     Company's  non-compliance with Sections 7.1(d) and 11.3 thereof and a cross
     default to the Bank  Credit  Agreement  based on similar  events of default
     thereunder, and any such amendment,  modification,  waiver or consent shall
     be reasonably  satisfactory  in form and substance to the  Noteholders  and
     their special counsel (including,  without limitation,  with respect to any


     waiver  thereunder  not  expiring  before  the  end  of the  Waiver  Period
     hereunder); and

          (g) a statement of the Company's and its  Subsidiaries'  cash balances
     as of the close of business on Friday, November 10, 2006, certified as true
     and correct by a Senior Financial Officer.

SECTION 4. CONDITIONS SUBSEQUENT.

     (a) This  Waiver  shall be subject to the  condition  subsequent  that each
holder of Series A Notes shall have  received on or before  November 15, 2006, a
waiver  fee,  whether or not such holder has signed  this  Waiver,  in an amount
equal to 0.22% of the  aggregate  outstanding  principal  amount of the Series A
Notes  held by such  holder of Series A Notes.  Such fee shall be deemed  earned
when paid and shall not be subject to  recovery or  repayment  in the event this
Waiver is terminated or rescinded for any reason.

     (b) This Waiver shall be further  subject to the condition  subsequent that
the  Noteholders  shall have  received,  within 10  Business  Days from the date
hereof,  a copy of the  resolutions  of the Board of  Directors  of the  Company
authorizing  the  execution,  delivery  and  performance  by the Company of this
Waiver,  certified by its  Secretary or an Assistant  Secretary,  together  with
documentation  evidencing  all other  proceedings  taken in connection  with the
transactions  contemplated  by this Waiver,  and all documents  necessary to the
consummation  thereof,  in each case, which shall be reasonably  satisfactory in
form and substance to the  Noteholders and Chapman and Cutler LLP, their special
counsel.

     (c) This Waiver shall be further  subject to the condition  subsequent that
the Company shall pay the reasonable fees and  disbursements of the Noteholders'
special  counsel,  Chapman  and Cutler  LLP,  incurred  in  connection  with the
negotiation,  preparation,  execution  and  delivery  of  this  Waiver  and  the
transactions  contemplated hereby within one (1) Business Day from the date that
such fees and disbursements are invoiced to the Company.  Further,  upon receipt
of any supplemental  statement after the initial  invoice,  the Company will pay
such additional fees and disbursements of the Noteholders' special counsel which
were not reflected in their accounting records as of the time of the delivery of
the initial  statement  of fees and  disbursements.  The payment of the fees and
disbursements  pursuant to this Section 4(c) does not preclude the  Noteholders'
rights to  indemnification  and  reimbursement  for other costs and  expenses as
provided in Section 16 of the Note Purchase Agreement.

SECTION 5. COVENANTS.

     In addition to and without  limiting the  Company's  obligations  under the
Note Purchase  Agreement  (and  notwithstanding  anything to the contrary in the
Note  Purchase  Agreement),  the Company  covenants and agrees that at all times
from the date hereof and continuing through April 15, 2007:

     (a) the  Company  will not at any time permit  Consolidated  Debt to exceed
$520,762,617.58;


     (b) the Company will not, and will not permit any of its  Subsidiaries  to,
at any time,  directly  or  indirectly  create,  incur,  assume,  guarantee,  or
otherwise become liable in respect of, (i) in the case of the Company,  any Debt
secured  by  Liens  on any of  its  properties  or  assets  (including,  without
limitation,  any  document  or  instrument  in  respect  of  goods  or  accounts
receivable), and (ii) in the case of Subsidiaries,  any Debt (whether secured or
unsecured)   or   indebtedness   in   respect  of  the   Permitted   Receivables
Securitization  Program,  except,  in  each  case,  (A)  any  Debt  (secured  or
unsecured)  outstanding on the date hereof,  (B) Liens incurred on  receivables,
related assets and collections of the Company or a Subsidiary in connection with
such assets being  transferred  to a Special  Purpose  Subsidiary  pursuant to a
Permitted  Receivables  Securitization  Program as permitted in accordance  with
Section 5(f) of this Waiver and (C)  indebtedness of one or more Special Purpose
Subsidiaries incurred in connection with a Permitted Receivables  Securitization
Program not exceeding $75,401,750 (not including obligations in respect of fees,
expenses,  indemnities and other reimbursement  obligations permitted under such
Permitted Receivables  Securitization Program) in the aggregate at any time, and
Liens on the assets of such Special Purpose Subsidiaries securing such Permitted
Receivables Securitization Program;

     (c) the Company  will not,  and will not permit any  Subsidiary  to, at any
time,  make any  Restricted  Payment (as defined  below),  except (i) Restricted
Payments from Subsidiaries to the Company,  (ii) regularly  scheduled  quarterly
dividends to the Company's  shareholders not to exceed $0.0125 per share,  (iii)
payments of Revolving Credit Advances (as defined in the Bank Credit  Agreement)
under the Bank  Credit  Agreement  made in the  ordinary  course  of  borrowing,
repaying and reborrowing,  provided the balance of the Revolving Credit Advances
under the Bank Credit Agreement does not at any time fall below $157,893,617.58,
provided,  however, the Company may reduce the balance of and pay back Revolving
Credit  Advances  below  $157,893,617.58  if any  payment  of  Revolving  Credit
Advances below such balance is paid on a pro rata basis among the Series A Notes
(subject to Section 8.2 of the Note Purchase Agreement),  2003 Notes, 2006 Notes
and Bank Credit Agreement,  (iv) payments of principal and interest by a Special
Purpose  Subsidiary  in  respect  of  indebtedness  incurred  under a  Permitted
Receivables  Securitization  Program  (which,  for avoidance of doubt,  includes
periodic repayments of capital or periodic  reinvestments of purchaser interests
under such Permitted Receivables  Securitization Program),  provided that at the
time of such  payment  and after  giving  effect  thereto,  the  Company and its
Subsidiaries are in compliance with the terms of Section 5(b) of this Waiver and
(v) payment by the Company of its checking  overdraft  with  National  City Bank
provided  such payment is made with  Revolving  Credit  Advances  under the Bank
Credit Agreement;

     (d) the Company  will not,  and will not permit any  Subsidiary  to, at any
time, make any Investment (as defined below), except (i) Investments outstanding
on the date hereof, (ii) loans to one specific customer of the Company for short
term liquidity not to exceed an aggregate  outstanding  principal  amount at any
time  of  $2,000,000,  (iii)  Investments  in  cash  and  cash  equivalents  (as
determined  in  accordance   with  GAAP)  and  (iv)   inter-company   loans  for
inter-company  financing  purposes  in  the  ordinary  course  of  business  and
consistent with past practice, provided that with respect to any loans made from
a Subsidiary to the Company,  such loans are unsecured and  subordinated  to the
Series A Notes on terms and conditions  satisfactory to the Required Holders and
their counsel,  and provided further, in each case under this subclause (iv), so


long as immediately before and after giving effect to any such loans, no Default
or Event of Default would exist;

     (e) the Company will ensure at all times (i) that the "Aggregate  Revolving
Credit  Commitment"  (as defined in the Bank Credit  Agreement) will not be less
than  $500,000,000  and that the Company  shall be permitted to draw thereon and
(ii) that the  "Termination  Date"  shall not be on a date prior to January  14,
2010;

     (f) the Company  will not,  and will not permit any  Subsidiary  to, at any
time, make any Transfer, other than (i) inventory sold in the ordinary course of
business on customary terms, (ii) the sale by a Subsidiary of a building located
in  Switzerland  with  approximate  net sale proceeds of $3,000,000  (which such
proceeds will be used in the ordinary  course of business of such Subsidiary and
in  compliance  with the Note Purchase  Agreement,  as modified by this Waiver),
(iii)  Transfers of  receivables,  related assets and  collections  owned by the
Company or a Subsidiary  being  transferred to a Special Purpose  Subsidiary for
fair market value  pursuant to a Permitted  Receivables  Securitization  Program
provided that at the time of such Transfer and after giving effect thereto,  the
Company and its Subsidiaries are in compliance with the terms of Section 5(b) of
this Waiver and (iv)  Transfers  related to  Investments  permitted  pursuant to
Section 5(d)(iv) of this Waiver;

     (g) on the  Monday  of each week (or the next  Business  Day if Monday is a
holiday), the Company will furnish to each Noteholder,  a certified statement of
the Company's  and its  Subsidiaries'  cash  balances and the  Revolving  Credit
Advances  under the Bank  Credit  Agreement,  in each  case,  as of the close of
business on the Friday of the immediately  preceding week (or the first Business
Day immediately preceding Friday if Friday is a holiday);

     (h) if at any time the  Company  or any  Subsidiary  shall  enter  into any
agreement  relating to or amending  any terms or  conditions  applicable  to any
agreement  relating to any of its Debt in excess of  $30,000,000  which includes
covenants  or  defaults  not  substantially  provided  for in the Note  Purchase
Agreement,  as  modified  by this  Waiver,  or more  favorable  to the lender or
lenders  thereunder than those provided for in the Note Purchase  Agreement,  as
modified  by this  Waiver,  then  the  Company  shall  promptly  so  advise  the
Noteholders,  and  thereupon,  if the Required  Holders  shall so request,  upon
notice to the  Company,  the Company  shall enter into an  amendment to the Note
Purchase Agreement providing for substantially the same covenants,  defaults and
other terms and conditions as those provided for in such agreement to the extent
required and as may be selected by the Required Holders;  and in addition to the
forgoing,  any  covenants  or defaults  or similar  provisions  (which  include,
without  limitation,   any  provisions   requiring   mandatory   prepayments  or
defeasance,  subject,  however, in each case to Section 8.2 of the Note Purchase
Agreement)  in the  Bank  Credit  Agreement  or any  agreements  or  instruments
executed in  connection  therewith  not  substantially  provided for in the Note
Purchase  Agreement,  as modified by this Waiver, or more favorable to the Banks
than those  provided  for in the Note  Purchase  Agreement,  as modified by this
Waiver,  are hereby  incorporated  into the Note Purchase  Agreement to the same
extent as if set forth herein, and no subsequent  amendment,  waiver termination
or modification  thereof shall affect any such covenants,  terms,  conditions or
defaults as incorporated herein;


     (i) the Company will not, and will not permit any  Subsidiary to, (i) enter
into any agreement  restricting the ability of the Company and its  Subsidiaries
to amend or modify the Note Purchase Agreement or Series A Notes or any document
or  instrument  executed  in  connection  therewith,  except as set forth in the
waiver/amendment  to the Bank  Credit  Agreement  referred  to in  Section  3(c)
hereof, (ii) enter into any agreement or arrangement requiring any defeasance of
the Bank Credit Agreement,  (iii) amend, supplement or otherwise modify the Bank
Credit  Agreement  or any  agreements  or  instruments  executed  in  connection
therewith  other  than  pursuant  to the  waiver/amendment  to the  Bank  Credit
Agreement  referred  to in Section  3(c)  hereof or (iv) pay or agree to pay any
fee, interest or other compensation or consideration to the Agent or Banks under
the Bank Credit Agreement other than as required by the Bank Credit Agreement in
effect on the Waiver Effective Date, as modified by the  waiver/amendment to the
Bank Credit Agreement referred to in Section 3(c); and

     (j) it  shall  be an  Event  of  Default  under  Section  12(f) of the Note
Purchase  Agreement  if 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 the Note Purchase  Agreement and the Series A 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 $5,000,000 (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  (or one or more Persons are entitled to declare such Debt
to be),  due and  payable  before its stated  maturity  or before its  regularly
scheduled dates of payment.

        For purposes of this Section 5,

     "Investment"  means  (i) any  investment,  made in cash or by  delivery  of
property,  by either of the  Company  or any of its  Subsidiaries  in any Person
(other than an existing  Subsidiary),  whether by acquisition of stock,  debt or
other obligation or security, or by loan, guaranty, advance, extension of credit
(other than accounts  receivable  arising from the sale of goods and services in
the ordinary  course of business of the Company and its  Subsidiaries),  capital
contribution  or  otherwise  or (ii) any  transaction,  or any series of related
transactions,  by which the  Company  or any of its  Subsidiaries  acquires  any
ongoing  business  or all or  substantially  all of the  assets  of,  any  firm,
corporation or division thereof, whether through purchase of assets, purchase of
stock, merger, amalgamation or otherwise; and

     "Restricted Payment" means, with respect to the Company and any Subsidiary,
(i) any dividend or other  distribution  (whether in cash,  securities  or other
property)  with  respect to any capital  stock or other  equity  interest of the
Company or such Subsidiary, or any payment (whether in cash, securities or other
property),  including  any sinking  fund or similar  deposit,  on account of the
purchase, redemption,  retirement,  acquisition,  cancellation or termination of
any capital stock or other equity interest of the Company or such Subsidiary and
(ii) any payment or other  distribution  (whether in cash,  securities  or other
property)  of or in  respect of  principal  of any Debt  (other  than a pro rata
payment or distribution  among the Series A Notes (subject to Section 8.2 of the
Note Purchase  Agreement),  2003 Notes, 2006 Notes and Bank Credit Agreement) or


indebtedness in respect of the Permitted Receivables  Securitization Program, or
any  payment  or  other  distribution  (whether  in  cash,  securities  or other
property),  including  any sinking  fund or similar  deposit,  on account of the
purchase,  redemption,  defeasance or  termination of any Debt (other than a pro
rata payment or distribution among the Series A Notes (subject to Section 8.2 of
the Note Purchase Agreement),  2003 Notes, 2006 Notes and Bank Credit Agreement)
or indebtedness in respect of the Permitted Receivables Securitization Program.

     In addition to the  foregoing,  the Company  shall use its best  efforts to
begin the process of  obtaining,  and shall  continue to  diligently  pursue,  a
written  rating  on its long term  senior  unsecured  debt  from any  nationally
recognized statistical rating organization.

     Further,  the Company agrees that at a mutually agreeable time and location
in New York, New York, on Thursday,  November 30, 2006 (or, if such date becomes
reasonably  impracticable,  such other date on or prior to December 8, 2006,  as
reasonably  agreed  to  between  the  Company  and the  Noteholders),  the Chief
Financial  Officer and Treasurer of the Company will meet with  Noteholders  who
choose to attend such meeting,  at which meeting shall be reviewed the business,
operations,  properties,  prospects  and  financial  and other  condition of the
Company and its  Subsidiaries  and the measures  being taken by the Company with
respect to a recapitalization of the Company and its Subsidiaries.

     The Company hereby  acknowledges and agrees that its failure to comply with
the covenants and agreements  under this Section 5 shall constitute an immediate
Event of Default under Section 12(c) of the Note Purchase Agreement.

SECTION 6. MISCELLANEOUS.

     Section 6.1. In order to induce the  Noteholders to enter into this Waiver,
the Company acknowledges and agrees that: (a) neither the Company nor any of its
Subsidiaries  has any claim or cause of action against any of the Noteholders or
any of their  respective  directors,  trustees,  officers,  employees  or agents
(collectively,  the "Released  Parties")  relating to or arising out of the Note
Purchase Agreement or Series A Notes or any of the transactions related thereto;
(b) neither the Company nor any of its Subsidiaries has any offset right,  right
of  recoupment,  counterclaim  or  defense  of any  kind  against  any of  their
respective  obligations,  indebtedness  or  liabilities  to any of the  Released
Parties;  and (c) each of the Released Parties has heretofore properly performed
and satisfied in a timely manner all of its  obligations  to the Company and its
Subsidiaries   under  the  Note   Purchase   Agreement.   Notwithstanding   this
representation   and  as   further   consideration   for  the   agreements   and
understandings  herein,  the  Company,  on behalf of itself  and its  employees,
agents,  executors,  heirs,  successors and assigns (the  "Releasing  Parties"),
hereby  releases  the  Noteholders,   its  respective  predecessors,   officers,
directors,  trustees,  employees, agents, attorneys,  affiliates,  subsidiaries,
successors  and assigns,  from any  liability,  claim,  right or cause of action
which now exists or  hereafter  arises as a result of acts,  omissions or events
occurring on or prior to the date hereof,  whether  known or unknown,  including
but not  limited  to  claims  arising  from or in any way  related  to the  Note
Purchase  Agreement  or  Series  A  Notes  or any of the  transactions  relating
thereto.  No Released  Party  shall be liable  with  respect to, and the Company
hereby  waives,  releases and agrees not to sue for,  any  special,  indirect or
consequential damages relating to the Note Purchase Agreement and Series A Notes


or arising out of its  activities in connection  herewith or therewith  (whether
before, on or after the date hereof).

     Section 6.2. This Waiver shall be construed in connection  with and as part
of the Note Purchase Agreement,  and except as modified and expressly amended by
this Waiver, all terms,  conditions and covenants contained in the Note Purchase
Agreement are hereby ratified and shall be and remain in full force and effect.

     Section  6.3.  Any  and  all  notices,  requests,  certificates  and  other
instruments  executed and  delivered  after the  execution  and delivery of this
Waiver  may  refer  to the  Note  Purchase  Agreement  without  making  specific
reference to this Waiver but nevertheless all such references shall include this
Waiver unless the context otherwise requires.

     Section 6.4. The descriptive  headings of the various  Sections or parts of
this  Waiver  are for  convenience  only and shall not  affect  the  meaning  or
construction of any of the provisions hereof.

     Section 6.5.  This Waiver shall be governed by and  construed 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 laws of a jurisdiction
other than such State.

     Section  6.6.  The  provisions  of Section 5 and Section 6.1 of this Waiver
shall survive and continue in effect  following any  termination,  rescission or
expiration of this Waiver.

     Section  6.7.  This Waiver may be  executed in any number of  counterparts,
each of which shall be an original;  but such counterparts  shall constitute but
one and the same instrument.  Delivery of an executed counterpart of a signature
page to this Waiver by  facsimile  shall be  effective as delivery of a manually
executed counterpart of this Waiver.

                              INVACARE CORPORATION

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Chief Financial Officer

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

                              AMERICAN UNITED LIFE INSURANCE COMPANY

                              By /s/ Kent R. Adams
                              Its V.P. Fixed Income Securities

                              $8,000,000 Series A

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

                               J. ROMEO & CO. (as nominee for MONY
                               Life Insurance Company)

                               By /s/ J Romeo & Co
                                  /s/ Peter Coccia
                               Its Partner

                               $9,000,000 Series A

                               J. ROMEO & CO. (as nominee for MONY
                               Life Insurance Company)

                               By /s/ J Romeo & Co
                                  /s/ Peter Coccia
                               Its Partner

                              $10,000,000 Series A

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

                              HARE & CO. (as nominee for MONY Life Insurance
                                          Company)

                              By________________________________
                              Its

                              $1,000,000 Series A

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

                              THE BALTIMORE LIFE INSURANCE COMPANY

                              By AllianceBernstein LP
                                 its Investment Advisor

                              By /s/ Matthew Minnetian
                              Name Matthew Minnetian
                              Title: Senior Vice President

                              $2,000,000 Series A

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

                              THE OHIO CASUALTY INSURANCE COMPANY

                              By /s/ Debra K. Crane
                              Its Senior Vice President, General Counsel &
                                  Secretary

                              $10,000,000 Series A

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

                              NATIONWIDE LIFE INSURANCE COMPANY

                              By /s/ Joseph P. Young
                                     Joseph P. Young
                              Its Authorized Signatory

                              $10,000,000 Series A

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

                              PRINCIPAL LIFE INSURANCE COMPANY

                              By: Principal Global Investors, LLC, a
                                  Delaware limited liability company,
                                  its authorized signatory

                              By: /s/ Debra Svoboda
                              Name: Debra Svoboda
                              Title: EPP Counsel

                              By: /s/ Colin Pennycooke
                              Name: Colin Pennycooke
                              Title: Counsel

                              $20,000,000 Series A

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

                           TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

                             By: /s/ Sharon Manewitz
                             Name: Sharon Manewitz
                             Title: Managing Director, Special Situations

                             $5,000,000 Series A

                             TIAA-CREF LIFE INSURANCE COMPANY

                             By:  Teachers Insurance and Annuity Association of
                                  America, as Investment Manager

                             By: /s/ Sharon Manewitz
                             Name: Sharon Manewitz
                             Title: Managing Director, Special Situations

                             $5,000,000 Series A 

Basic Info X:

Name: WAIVER AND AMENDMENT AGREEMENT
Type: Waiver
Date: Nov. 17, 2006
Company: INVACARE CORP
State: Ohio

Other info: