Exhibit 10.31
To: Allied Healthcare Group Limited
as Parent for and on behalf of itself and the other Obligors
(as defined in the Mezzanine Credit Agreement referred to below)
From: BNP Paribas
as Agent for and on behalf of itself and an Instructing Group
(as defined in the Mezzanine Credit Agreement referred to below)
Date: 1st October 2003
Dear Sirs:
Mezzanine Credit Agreement dated 17 December 1999 between Allied Healthcare
Group Limited (the "Parent"), Transworld Healthcare (UK) Limited (the "Original
Borrower"), BNP Paribas as Agent, Barclays Bank PLC as Security Agent, the Banks
named therein as Banks and others (as amended and restated from time to time)
(the "Mezzanine Credit Agreement")
1. Terms defined in the Mezzanine Credit Agreement shall have the same
meaning in this letter and the principles of construction set out in
the Mezzanine Credit Agreement shall have effect as if set out in this
letter. References to Clauses in this letter shall be to clauses in the
Mezzanine Credit Agreement.
2. With effect from the Effective Date (as defined below):
Clause 20.32 shall be deleted and replaced as follows:
"20.32 Hedging
The Parent shall procure that Allied
Healthcare (UK) Limited maintains the secured
hedging arrangements entered into pursuant to
a Hedging Agreement dated 26 March 2003
between Allied Healthcare (UK) Limited and
Barclays Bank PLC whereby (pound)50,000,000
of the aggregate of, inter alia, the
Outstandings are fixed or capped."
3. In this letter, the "Effective Date" means the date upon which the
Agent confirms to the Parent in writing that it has received, in form
and substance satisfactory to the Agent, each of the following:
3.1 a certificate given by an Authorised Signatory of the Parent,
certifying that there has been no change to the constitutional
documents of the Parent since they were last delivered to the Agent;
3.2 a copy, certified by an Authorised Signatory of the Parent, as being
true, complete and up-to-date, of a board resolution of the Parent
confirming:
3.2.1 the approval of the execution, delivery and performance of
this letter and the terms and conditions hereof; and
3.2.2 that the Authorised Signatory that signed this letter was duly
authorised; and
3.3 a copy of this letter, duly executed by the Parent.
4. This letter shall constitute a Finance Document.
5. Save as expressly provided in paragraph 2 above, the provisions of the
Finance Documents shall continue in full force and effect and the
Parent, on behalf of itself and other Obligors, agrees that this letter
shall not operate as a waiver of any right, power or remedy any Finance
Party may have under the Finance Documents.
6. This letter shall be governed by and construed in accordance with the
laws in England and Wales.
Yours faithfully
/s/ signature illegible
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for and on behalf of
BNP Paribas
(as Agent acting with the consent and on the
instructions of an Instructing Group)
We accept and agree to the terms of this letter.
/s/ Xxxxxxx Xxxxxx 17/10/03
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for and on behalf of Date
ALLIED HEALTHCARE GROUP LIMITED
(as Parent for and on behalf of itself and the other Obligors)
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