ELEVENTH AMENDMENT TO CREDIT AGREEMENT
ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
July 15, 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
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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:
1. Amendments and Modifications to Credit Agreement
1. Notwithstanding the provisions of the Credit Agreement or any other
Credit Document, it is acknowledged and agreed that Transworld Home Healthcare
Nursing Division, Inc. ("Nursing") may sell (the "Nursing Sale") substantially
all of its assets so long as the following conditions are satisfied: (I) the
Nursing Sale is consummated in accordance with the Asset Purchase Agreement,
dated as of June 5, 1998, among Transworld Home Healthcare Nursing Division,
Inc., Transworld HealthCare, Inc., Pediatric Services of America, Inc., a
Georgia corporation and Pediatric Services of America, Inc., a Delaware
corporation and the schedules, exhibits and/or annexes hereto, (II) the
aggregate gross consideration received upon consummation of the Nursing Sale
is not less than $5,300,000, (III) not more than $300,000 received in
satisfaction of clause (II) is placed into escrow (the "Escrow"), which amounts
shall be held in escrow pursuant to the Escrow Agreement, dated as of June 5,
1998, between Nursing and SunTrust Bank, Atlanta, as Escrow Agent (the "Escrow
Agreement"), (IV) on the Eleventh Amendment Effective Date (as defined below)
$5,000,000, less amounts used to repay liabilities of Nursing which amounts
shall not exceed $900,000 in the aggregate, shall be applied by the Borrower to
repay outstanding Loans, (V) upon release of amounts from Escrow to Nursing
pursuant to the Escrow Agreement such amounts shall be applied by the Borrower
to repay outstanding Loans and (VI) the Total Revolving Loan Commitment shall
be reduced by an amount equal to the amounts applied to repay outstanding Loans
pursuant to clauses (IV) and (V).
2. Section 9.12 of the Credit Agreement is hereby amended by inserting
immediately prior to the phrase "the Existing Indebtedness" appearing in
clauses (i) thereof the phrase "the Nursing Asset Purchase Agreement,"
3. Section 11 of the Credit Agreement is hereby amended by inserting in
appropriate alphabetical order the following new definition:
"Nursing Asset Purchase Agreement" shall mean the Asset Purchase
Agreement, dated as of June 5, 1998, by and among Transworld Home
Healthcare Nursing Division, Inc., the Borrower, Pediatric Services of
America, Inc., a Georgia corporation, and Pediatric Services of America,
Inc., a Delaware corporation.
II. Miscellaneous Provisions
1. In order to induce the Banks to enter into the Amendment, the Borrower
hereby represents and warrants that all of the representatives and warranties
contained in the Credit Agreement and the other Credit Documents are true and
correct in all material respects as of the Eleventh Amendment Effective Date,
both before and after giving effect to this Amendment, with the same effect as
though such representations and warranties 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. Without in any way limiting the
foregoing, by executing this Amendment, the Banks do not waive (and the
Borrower acknowledges and agrees that the Banks have not waived) any Default or
Event of Default which may exist as of the Eleventh Amendment Effective Date,
both before and after giving effect to this Amendment.
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 "Eleventh
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 Eleventh Amendment
Effective Date.
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6. From and after the Eleventh 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 the 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
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Title
BANQUE PARIBAS
By
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Title
By
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Title
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By
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Title
By
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Title
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 Eleventh Amendment and a party to
various Security Documents, hereby acknowledges and agrees to the foregoing
provisions of the Tenth Amendment.
Acknowledged and
Agreed this 15th day
of July, 1998.
DERMAQUEST, INC.,
as a Pledgor
By
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Title:
MK DIABETIC SUPPORT
SERVICES, INC.,
as a Pledgor
By
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Title
THE PROMPTCARE COMPANIES, INC.,
as a Pledgor
By
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Title
THE PROMPTCARE LUNG CENTER, INC.,
as a Pledgor
By
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Title
STERI-PHARM, INC.,
as a Pledgor
By
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Title
TRANSWORLD HOME HEALTHCARE NURSING DIVISION, INC.,
as a Pledgor
By
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Title
RESPIFLOW, INC.,
as a Pledgor
By
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Title
TRANSWORLD ACQUISITION CORP.,
as a Pledgor
By
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Title
