THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Third Amendment") is made and dated as of April 28, 1999 among SUNRISE MEDICAL, INC., a Delaware corporation (the "Borrower"), the subsidiaries of the Borrower signatory hereto as "Subsidiary Borrowers" or "Guarantors", the lenders (the "Lenders") party hereto, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent (the "Agent") and amends that certain Third Amended and Restated Credit Agreement dated as of August 28, 1997 among the parties hereto, as amended by a First Amendment and Waiver to Third Amended and Restated Credit Agreement dated as of February 18, 1998 and a Second Amendment to Third Amended and Restated Credit Agreement dated as of August 26, 1998 (together with is Third Amendment, the "Agreement").

A. The Borrower has advised the Agent and the Lenders that it intends to work towards issuing indebtedness to refinance all Obligations outstanding under the Agreement and that Cumulative Consolidated EBITDA for the three Fiscal Quarters ending April 2, 1999 is likely to be less than $49,500,000, which would, in the absence of relief from the Lenders, constitute a Collateralization Event upon the Borrower's delivery of a Compliance Certificate for such Fiscal Quarter.

B. In view of the foregoing, the Agent, the Lenders and Loan Parties desire to (1) escrow all Collateral Documents signed by the Loan Parties, the Lenders, the Agent and the Collateral Agent no later than July 31, 1999; (2) defer the effectiveness of the Collateral Documents and the creation of any security interest until the Collateralization Date, which is defined as provided below; (3) require the Borrower to use best efforts to arrange third-party financing to refinance all Obligations no later than September 30, 1999; (4) charge an appropriate amendment approval fee now and, if and when the Collateralization Date occurs, increase interest rates and fees and charge an additional fee; and (5) require the Borrower to provide projections of quarterly income statements, balance sheets and cash flows for the remainder of the term of the Agreement and to inform the Agent and the Lenders monthly of its progress towards arranging refinancing, all on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Terms. All terms used herein shall have the same meanings as in the Agreement unless otherwise defined herein. All references to the Agreement shall mean the Agreement as hereby amended.

2. Amendments to Agreement. The Loan Parties, the Lenders and the Agent hereby agree that the Agreement is amended as follows:

2.01 Deferral of Collateralization. To defer collateralization of the Obligations and to provide for an escrow of the Collateral Documents prior to their effectiveness, the Agreement is amended as follows:

(a) Section 1.01 of the Agreement (Defined Terms) is amended by inserting the following new definitions in proper alphabetical order as follows:

(b) The definition of "Collateralization Date" in Section 1.01 of the Agreement is amended and restated in its entirety as follows:

(c) To reflect that certain documents must be escrowed no later than July 31, 1999, the Section 6.12 of the Agreement is amended and restated in its entirety as follows:

(f) Section 9.01(m) of the Agreement (Failure of Collateral Documents during Collateralization Period) is amended by deleting "cease to" wherever it appears and inserting "fail to or cease to" in lieu thereof.

(g) Section 9.01(n) of the Agreement (Failure to deliver Collateral Documents) is amended and restated in its entirety as follows:

2.02 Issuance of New Indebtedness and Payoff of all Obligations. To require the Borrower to issue additional Indebtedness to payoff all Obligations in full, the Agreement is amended as follows:

(a) Section 2.10 of the Agreement (Reduction of Commitments) is amended by inserting a new subsection (e) as follows:

(b) Section 2.11 of the Agreement (Mandatory Prepayments) is amended by inserting a new subsection (d) as follows:

(c) The following new section is inserted in the Agreement immediately following Section 6.15 as follows:

(a) To increase the interest rate applicable to extensions of credit from and after the Collateralization Date, with a clawback to July 3, 1999 if the Collateralization Date occurs, the definition of "Applicable Margin" in Section 1.01 of the Agreement is amended by inserting the following at the end thereof:

(b) To make the interest rate applicable to Swing Line Advances the same as other Base Rate Loans, Section 2.05(l) of the Agreement (Swing Line Advances) is amended by inserting "plus the Applicable Margin, if any, for Base Rate Advances" after "at a fluctuating interest rate per annum equal to the Base Rate in effect from time to time."

(c) To provide for additional fees, Section 2.03 of the Agreement is amended by adding the following subsection at the end thereof:

(a) To provide the Lenders with additional information concerning projected cash flows and the Borrower's progress towards arranging refinancing, Section 6.01 of the Agreement (Financial and Business Information) is amended by deleting "and" at the end of subsection (l); deleting the period at the end of subsection (m) and inserting ";" in lieu thereof, and inserting new subsections (n) and (o) immediately following subsection (m) as follows:

3. Representations and Warranties. Each of the Loan Parties jointly and severally represent and warrant to the Lenders and the Agent:

3.01 Authorization. The execution, delivery and performance of this Third Amendment have been duly authorized by all necessary corporate action by each of them and has been duly executed and delivered by each of them.

3.02 Binding Obligation. This Third Amendment is the legally valid and binding obligation of each Loan Party, enforceable in accordance with its terms against each of them respectively, except as such enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

3.03 No Legal Obstacle to Agreement. Neither the execution of this Third Amendment, the making by any Borrower of any borrowing under the Agreement, nor the performance of the Agreement has constituted or resulted in or will constitute or result in a breach of the provisions of any Contractual Obligation to which any Loan Party is a party, or the violation of any Requirement of Law, or result in the creation under any agreement or instrument of any security interest, lien, charge, or encumbrance upon any of the assets of any of them, except as contemplated hereby. No approval or authorization of any Governmental Agency is required by any Loan Party to permit the execution, delivery or performance by any Loan Party of this Third Amendment, the Agreement, or the transactions contemplated hereby or thereby, or the making of any borrowing under the Agreement.

3.04 Incorporation of Certain Representations. The representations and warranties set forth in Article 5 of the Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent any such representation or warranty is expressly stated to be made as of any other date.

3.05 Default. No Default or Event of Default under the Agreement has occurred and is continuing.

3.06 No Material Adverse Effect. Other than disclosed to the Agent and the Lenders prior to the date hereof, no event or circumstance has occurred since January 1, 1999 which constitutes a Material Adverse Effect after giving effect to this Third Amendment.

4. Conditions, Effectiveness. The effectiveness of this Third Amendment shall be subject to the compliance by the Borrower with its agreements herein contained, and to the delivery of the following to the Agent in form and substance satisfactory to the Agent:

4.01 Corporate Resolutions. A copy of a resolution or resolutions passed by the Board of Directors of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower as being in full force and effect on the date hereof, authorizing the amendments to the Agreement herein provided for and the execution, delivery and performance of this Third Amendment and any note or other instrument or agreement required hereunder.

4.02 Authorized Signatories. A certificate, signed by the Secretary or an Assistant Secretary of the Borrower dated the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Third Amendment and any instrument or agreement required hereunder on behalf of the Borrower.

4.03 Amendment Fee. An amendment fee for the account of each Lender approving this Third Amendment prior to 5:00 p.m. (Los Angeles time) on April 28, 1999 equal to 0.15% of such Lender's Commitment after giving effect to this Third Amendment.

4.04 Opinion. An opinion of outside counsel to the Borrower stating to the effect that the execution and performance of this Third Amendment does not or will not constitute or result in a breach of the 7.09% Series A Senior Notes Due October 28, 2004 or the 7.25% Series B Senior Notes Due October 28, 2007.

4.05 Attorneys' Fees. Payment of all fees and expenses of the Agent's outside and inhouse counsel invoiced to the Borrower.

4.06 Other Evidence. Such other evidence with respect to the Borrower or any other person as any Lender may reasonably request to establish the consummation of the transactions contemplated hereby, the taking of all corporate action in connection with this Third Amendment and the Agreement and the compliance with the conditions set forth herein.

5.01 Effectiveness of the Agreement. Except as hereby expressly amended, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

5.02 Acknowledgement of Obligations. The Borrower hereby (a) confirms and agrees, on behalf of itself and each of its Subsidiaries, that it and they are truly and justly indebted to the Agent and the Lenders for all amounts due and owing under the Credit Agreement and the other Loan Documents without defense, offset or counterclaim of any kind whatsoever and (b) reaffirms and admits, on behalf of itself and each of its Subsidiaries, the validity and enforceability of the Agreement and the other Loan Documents.

5.03 Effectiveness of Agreement and Loan Documents. (a) Except as expressly amended hereby, the Loan Parties agree that each provision of the Agreement and each provision of each other Loan Document shall continue to be and shall remain, in full force and effect. This Third Amendment shall not be deemed or otherwise construed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Agreement or any other Loan Document, (b) to be a commitment or any other undertaking by the Lenders or any of them to engage in any restructuring of any aspect of the Agreement or the Loan Documents, (c) to constitute any obligation to further amend or otherwise modify the Agreement or any Loan Document or (d) to prejudice any other right or rights which the Agent or the Lenders may now have or may have in the future under or in connection with the Agreement or the Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time.

(b) This Third Amendment is specific in time and in intent and does not constitute, nor should it be construed as, a waiver of any other right, power or privilege under the Agreement, or under any agreement, contract, indenture, document or instrument mentioned in the Agreement; nor does it preclude any exercise thereof or the exercise of any other right, power or privilege, nor shall any future waiver of any right, power, privilege or default hereunder, or under any agreement, contract, indenture, document or instrument mentioned in the Agreement, constitute a waiver of any other default of the same or of any other term or provision.

5.04 Counterparts. This Third Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. This Third Amendment shall not become effective until each Loan Party, the Majority Lenders and the Agent shall have signed a copy hereof, whether the same or counterparts, and the same shall have been delivered to the Agent.

5.05 Jurisdiction. This Third Amendment, and any instrument or agreement required hereunder, shall be governed by and construed under the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered as of the date first written above.