Exhibit 10.17A
FIRST AMENDMENT TO MASTER REORGANIZATION
AGREEMENT
FIRST AMENDMENT TO MASTER REORGANIZATION AGREEMENT (this "Amendment"),
dated as of May 16, 2002, by and among Transworld Healthcare, Inc., a New York
corporation ("TWUS"), Allied Healthcare Group Limited (f/k/a "Transworld
Holdings (UK) Limited"), a company incorporated in England and Wales with
registered number 3890177 ("AHG"), Transworld Healthcare (UK) Limited, a company
incorporated in England and Wales with registered number 3370146 ("TWUK", and,
together with TWUS and AHG, the "Corporate Group"), the holders of ordinary
shares of TWUK named in EXHIBIT A to the Agreement (the "Ordinary Shareholders,"
and each individually, an "Ordinary Shareholder"), Triumph Partners III, L.P.
("Triumph", which is sometimes referred to herein as the "Special Share
Holder"), as the holder of the "Special Share" of TWUK (as such is designated in
the Articles of Association of TWUK (the "UK Charter"), the "Special Share"),
the holders of redeemable shares of TWUK named in EXHIBIT B to the Agreement
attached hereto (the "Redeemable Shareholders," and each individually, a
"Redeemable Shareholder"), the holders of equity warrants of TWUK named in
EXHIBIT C to the Agreement (the "Equity Warrant Holders," and each individually,
an "Equity Warrant Holder") and the holders of mezzanine warrants of TWUK named
in EXHIBIT D to the Agreement (the "Mezzanine Warrant Holders," and each
individually, a "Mezzanine Warrant Holder"). Capitalized terms used herein have
the meanings ascribed to such terms in the Agreement.
RECITALS
WHEREAS, the Corporate Group and certain of the Investors have
previously entered into that certain Master Reorganization Agreement, dated as
of April 24, 2002 (the "Agreement"); and
WHEREAS, the parties desire to amend certain provisions of the
Agreement as fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, TWUS, TWUK, AHG and the Investors hereby agree as follows:
1. Amendment of Section 1.1(g). Section 1.1(g) of the Agreement is
hereby amended and restated by deleting it in its entirety and substituting the
following:
"(g) Payment of PIK Interest. The PIK Interest will be treated
in the Reorganization as follows:
(i) with respect to those holders of AHG Notes who
are taxpayers in the United Kingdom (ZRH Nominees (0051)
Limited, Orion Nominees Limited, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇), by the issuance
of funding notes (the "Loan Notes") by AHG to such holders in
an amount representing the accrued PIK Interest amount minus
UK tax
withholding at the required 20% rate, as set forth on the
Valuation Matrix, which Loan Notes will thereupon be exchanged
for a number of shares of TWUS Common Stock to be determined
by reference to the Valuation Matrix. Following such exchange,
AHG will satisfy its obligations to TWUS under the Loan Notes
by the issue of AHG ordinary shares;
(ii) with respect to those holders of AHG Notes who
are not taxpayers in the United Kingdom (▇▇▇▇▇▇ (English)
Company Limited, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
BNP Paribas), by the issuance of Loan Notes by AHG to such
holders in an amount representing the accrued PIK Interest
amount set forth on the Valuation Matrix, which Loan Notes
will thereupon be exchanged for a number of shares of TWUS
Common Stock to be determined by reference to the Valuation
Matrix. Following such exchange, AHG will satisfy its
obligations to TWUS under the Loan Notes by the issue of AHG
ordinary shares; and
(iii) with respect to Triumph and Triumph III
Investors, L.P. (the "Triumph Investors"), the amount
representing accrued PIK Interest on these holders' AHG Notes
shall not be paid, but instead shall remain a liability of AHG
following the Reorganization, without any further interest
accruing thereon (the "Unpaid PIK Interest"). After the
Effective Time, each Triumph Investor shall have the
assignable right, exercisable at any time or from time to time
in whole or in part in its sole discretion, to require AHG to
issue to it or its successor(s) or assignee(s) Loan Notes in
an aggregate amount equal to its Unpaid PIK Interest. Upon
exercise of such right, AHG shall issue the required amount of
Loan Notes in the name of the Triumph Investor, or its
successor(s) or assignee(s) as instructed by the Triumph
Investor, within three (3) business days, which Loan Notes
will thereupon be exchanged by TWUS for a number of shares of
TWUS Common Stock to be determined by reference to the
Valuation Matrix (it being understood and agreed that the
number of shares to be received in exchange for such Loan
Notes shall be fixed as set forth on the Valuation Matrix and
shall not increase or decrease after the Effective Time
regardless of whether the value of a share of TWUS Common
Stock decreases or increases after such date). Following such
exchange, AHG will satisfy its obligations to TWUS under the
Loan Notes by the issue of AHG ordinary shares."
2. Amendment of Section 2.1(h). Section 2.1(h) of the Agreement is
hereby amended and restated by deleting it in its entirety and substituting the
following:
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"(h) The PIK Interest with respect to the AHG Notes for all
holders of AHG Notes other than the Triumph Investors shall be
exchanged into and represent the right to receive that number of fully
paid and nonassessable shares of TWUS Common Stock set forth in
accordance with the Valuation Matrix."
3. Amendment to Section 3.1. Section 3.1 of this Agreement is hereby
amended and restated by deleting it in its entirety and substituting the
following:
"EXCHANGE OF TWUK ORDINARY SHARES FOR SHARES OF TWUS COMMON
STOCK AND PREFERRED STOCK. At or prior to the Effective Time, TWUS
shall deposit, or TWUS shall otherwise take all steps necessary to
cause to be deposited, with American Stock Transfer & Trust Co., its
transfer agent (the "Transfer Agent"), certificates representing the
shares of TWUS Common Stock and TWUS Preferred Stock to be issued
pursuant to Section 2.1 in exchange for those outstanding TWUK Ordinary
Shares, Redeemable Shares and for the PIK Interest as described in
Section 2.1, plus those shares of TWUS Common Stock to be issued as
contemplated pursuant to Section 1.1(g)(iii) to the Triumph Investors."
4. Amendment to Section 8.2(d). Section 8.2(d) of the Agreement is
hereby amended and restated by deleting it in its entirety and substituting the
following:
"The Equity Warrant Holders (other than the Triumph Investors)
shall have received certificates for that number of shares of TWUS
Common Stock, in exchange for their PIK Interest, as determined in
accordance with the Valuation Matrix."
5. Amendment to Article XI. Article XI of the Agreement shall be
amended and restated by adding the following defined terms thereto:
DEFINED TERM SECTION
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Triumph Investors 1.1(g)
Unpaid PIK Interest 1.1(g)
6. Terms and Conditions. Except as specifically modified herein all
other terms and conditions of the Agreement shall remain in full force and
effect.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first set forth above individually or by their duly
authorized representatives.
TRANSWORLD HEALTHCARE, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name:
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Title: Chairman / CEO
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TRANSWORLD HEALTHCARE (UK) LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇ Eames
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Title: President & COO
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ALLIED HEALTHCARE GROUP LIMITED
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name:
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Title: Chairman / CEO
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HOLDER OF SPECIAL SHARE
TRIUMPH PARTNERS III, L.P.
By: Triumph III Advisors, L.P., its general
partner
By: Triumph III Advisors, Inc., its general
partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Title: President
REDEEMABLE SHAREHOLDERS
/s/ ▇▇▇ ▇▇▇▇▇▇
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Address:
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Address:
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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U.S.A
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EQUITY WARRANT HOLDERS
TRIUMPH PARTNERS III, L.P.
By: Triumph III Advisors, L.P., its general
partner
By: Triumph III Advisors, Inc., its general
partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Title: President
TRIUMPH III INVESTORS, L.P.
By: Triumph III Investors, Inc., its general
partner
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Title: President
▇▇▇▇▇▇ (ENGLISH) COMPANY LIMITED
/s/ ▇▇▇ ▇▇▇▇▇▇
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Name:
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Title: Chairman
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Address:
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Address:
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Address:
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U.S.A
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