TENTH AMENDMENT TO CREDIT AGREEMENT
TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 7, 1998, among TRANSWORLD HEALTHCARE, INC. (the "Borrower"), the
lenders party to the Credit Agreement referred to below (each a "Bank" and,
collectively, the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of July 31, 1996 (as in effect on the date hereof, the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, it is agreed:
I. Amendments and Modifications to Credit Agreement.
1. Section 10.09 of the Credit Agreement is hereby amended by inserting
immediately before the semi-colon at the end thereof the following proviso:
"; provided, that on or prior to June 30, 1998 this Section 10.09 shall
not apply to a judgment of less than or equal to $1,000,000 entered
against HMI in connection with the case of ▇▇▇▇▇ vs. HMI".
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Tenth Amendment
Effective Date (as defined below), both before and after giving effect to
the Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects as of the Tenth Amendment Effective Date, both before
and after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of the Tenth
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
5. This Amendment shall become effective as of the date (the "Tenth
Amendment Effective Date") when the Borrower, each other Credit Party and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office. The Agent shall
promptly notify the Borrower and the Banks in writing of the Tenth Amendment
Effective Date.
6. From and after the Tenth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
TRANSWORLD HEALTHCARE, INC.,
as Borrower
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Title: CFO
BANKERS TRUST COMPANY,
Individually and as Agent
By
----------------------------
Title:
THE BANK OF NEW YORK
By
----------------------------
Title:
BANQUE PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
TRANSWORLD HEALTHCARE, INC.,
as Borrower
By
----------------------------
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Title: Principal
THE BANK OF NEW YORK
By
----------------------------
Title:
BANQUE PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
TRANSWORLD HEALTHCARE, INC.,
as Borrower
By
----------------------------
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By
----------------------------
Title:
THE BANK OF NEW YORK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------
Title: Senior Vice President
BANQUE PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ ▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Title: Director
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Title: Director
FLEET BANK
By
----------------------------
Title:
Each of the undersigned, each being a Subsidiary Guarantor pursuant to the
Credit Agreement refinanced in the foregoing Tenth Amendment and a party to
various Security Documents, hereby acknowledges and agrees to the foregoing
provisions of the Tenth Amendment.
Acknowledged and
Agreed this __th day
of April, 1998.
DERMAQUEST, INC.
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
Title: VP
MK DIABETIC SUPPORT
SERVICES, INC.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
THE PROMPTCARE COMPANIES, INC.
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
THE PROMPTCARE LUNG CENTER, INC.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
STERI-PHARM, INC.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
TRANSWORLD HOME HEALTHCARE NURSING DIVISION, INC.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
RESPIFLOW, INC.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP
TRANSWORLD ACQUISITION CORP.,
as a Pledgor
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP