NINTH AMENDMENT TO CREDIT AGREEMENT
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NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 5, 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.
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1. Section 9.05(a) of the Credit Agreement is hereby amended by (i)
deleting the second proviso thereto in its entirety and inserting the following
new proviso in lieu thereof :
" provided further, that so long as no Default or Event of
Default then exists the preceding proviso shall not apply during the
period from and including the Ninth Amendment Effective Date to and
including April 30, 1998;"
and (ii) inserting the word "second" immediately before the phrase "preceding
proviso" appearing in the third proviso thereto.
2. Section 11 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definition:
"Ninth Amendment Effective Date" shall have the meaning
provided in the Ninth Amendment, dated as of February 5, 1998, to this
Agreement.
II. Miscellaneous Provisions.
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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 Ninth
Amendment Effective Date (as defined below), after giving effect to
this 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 Ninth 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 Ninth 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 "Ninth
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 Ninth Amendment
Effective Date.
-2-
6. From and after the Ninth 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.
* * *
-3-
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/ Xxxxx X. Xxxxxxxxx
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Title: CFO
BANKERS TRUST COMPANY,
Individually and as Agent
By
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Title:
THE BANK OF NEW YORK
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
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Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
Title: Principal
THE BANK OF NEW YORK
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
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Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By
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Title:
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. X'Xxxxx
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XXXXXXX X. X'XXXXX
Title: SENIOR VICE PRESIDENT
BANQUE PARIBAS
By
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Title:
By
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Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Title: Director
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Title: Director
FLEET BANK, N.A.
By
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Title:
Each of the undersigned, each being a Subsidiary Guarantor pursuant to the
Credit Agreement referenced in the foregoing Ninth Amendment and a party to
various Security Documents, hereby acknowledges and agrees to the foregoing
provisions of the Ninth Amendment.
Acknowledged and
Agreed this 5th day
of Februar, 1998.
DERMAQUEST, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
MK DIABETIC SUPPORT
SERVICES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Title: VP
THE PROMPTCARE COMPANIES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
THE PROMPTCARE LUNG CENTER, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
STERI-PHARM, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
TRANSWORLD HOME HEALTHCARE NURSING DIVISION, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
RESPIFLOW, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
TRANSWORLD ACQUISITION CORP.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title: VP
