FOURTEENTH AMENDMENT TO CREDIT AGREEMENT
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FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
January 8, 1999, 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 :
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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 9.02 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (o) thereof, (ii) deleting the
period appearing at the end of clause (p) thereof and inserting a semicolon in
lieu thereof and (iii) inserting the following new clauses immediately following
existing clause (p) thereof:
"(q) the Claremont Acquisition shall be permitted so long as (i) no
Default or Event of Default is in existence at the time of the consummation
thereof or immediately after giving effect thereto, (ii) the aggregate
consideration paid in connection therewith shall not exceed (pound)450,000
consisting of an initial payment of (pound)250,000 upon closing and a
deferred earnout payment of up to (pound)200,000 and (iii) such acquisition
is consummated in accordance with the terms and provisions of the Claremont
Asset Purchase Documents and all applicable laws, rules and regulations
relating thereto; and
(r) the Carelink Acquisition shall be permitted so long as (i) no
Default or Event of Default is in existence at the time of the consummation
thereof or immediately after giving effect thereto, (ii) the aggregate
consideration paid in connection therewith shall not exceed (pound)650,000
consisting of an initial payment of (pound)300,000 upon closing and a
deferred earnout payment of up to (pound)350,000 and (iii) such acquisition
is consummated in accordance with the terms and provisions of the Carelink
Asset Purchase Documents and all applicable laws, rules and regulations
relating thereto."
2. Section 9.12(c) of the Credit Agreement is hereby amended by inserting
the words "the Carelink Asset Purchase Documents, the Claremont Asset Purchase
Documents," immediately before the words "the Liverpool Asset Purchase
Documents" appearing therein.
3. Section 11 of the Credit Agreement is hereby further amended by inserting
in appropriate alphabetical order the following definitions:
"Carelink" shall mean the nursing and care agency business operated by
Xxxxxxx Xxxxx in England under the name Carelink Homecare Services.
"Carelink Acquisition" shall mean the purchase by Allied of certain of
the assets, property and rights used in connection with Carelink.
"Carelink Asset Purchase Agreement" shall mean the asset purchase
agreement between Allied and Xxxxxxx Xxxxx in substantially the form
delivered to the Agent on Fourteenth Amendment Effective Date.
"Carelink Asset Purchase Documents" shall mean the Carelink Asset
Purchase Agreement and any other agreement entered into in connection with
the Carelink Acquisition, together with any annexes, exhibits or schedules
thereto, as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.
"Claremont" shall mean the nursing and care agency business operated by
Mr. and Xxx. Xxxxxx in England under the name Claremont Care Services.
"Claremont Acquisition" shall mean the purchase by Allied of certain of
the assets, property and rights used in connection with Claremont.
"Claremont Asset Purchase Agreement" shall mean the asset purchase
agreement between Allied and Mr. and Xxx. Xxxxxx in substantially the form
delivered to the Agent on the Fourteenth Amendment Effective Date.
"Claremont Asset Purchase Documents" shall mean the Claremont Asset
Purchase Agreement and any other agreement entered into in connection with
the Claremont Acquisition, together with any annexes, exhibits or schedules
thereto, as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.
"Fourteenth Amendment Effective Date" shall have the meaning provided in
the Fourteenth Amendment, dated as of January 8, 1999, to this Agreement.
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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 Fourteenth 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 Fourteenth 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
Fourteenth 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 "Fourteenth
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 Fourteenth
Amendment Effective Date.
6. From and after the Fourteenth 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/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxx Xxxxx
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Title: Principal
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
BANQUE PARIBAS
By
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Title:
By
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Title:
UBS AG, STAMFORD BRANCH
By /s/ Xxxxxx Xxxxxxxx
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Title: Director
By /s/ Xxxxxxxx X. Xxxxxxxxx
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Title: Executive Director
FLEET BANK, N.A.
By /s/ Xxxxxxxxx Xxxxxxx
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Title: Vice President
Each of the undersigned, each being a Subsidiary Guarantor pursuant to the
Credit Agreement referenced in the foregoing Fourteenth Amendment and a party to
various Security Documents, hereby acknowledges and agrees to the foregoing
provisions of the Fourteenth Amendment.
Acknowledged and
Agreed this _____ day
of January, 1999.
DERMAQUEST, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
MK DIABETIC SUPPORT SERVICES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
THE PROMPTCARE COMPANIES, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
THE PROMPTCARE LUNG CENTER, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
STERI-PHARM, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
TRANSWORLD HOME HEALTHCARE
NURSING DIVISION, INC., as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
RESPIFLOW, INC.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
TRANSWORLD ACQUISITION CORP.,
as a Pledgor
By /s/ Xxxxx X. Xxxxxxxxx
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Title:
