Deed of Termination
Allied Healthcare Group Limited
Allied Healthcare Holdings Limited
Allied Healthcare International Inc.
Washington & Congress Capital Partners, L.P.
30 June 2004
THIS DEED OF TERMINATION is entered into as a DEED on 30 June 2004
(1) ALLIED HEALTHCARE GROUP LIMITED (formerly known as Transworld Holdings (UK)
Limited), a company incorporated in England and Wales with registered
number 3890177 ("UK Parent");
(2) ALLIED HEALTHCARE HOLDINGS LIMITED (formerly known as Transworld Healthcare
(UK) Limited), a company incorporated in England and Wales with registered
number 3370146 ("AHHL");
(3) ALLIED HEALTHCARE INTERNATIONAL INC. (formerly known as Transworld
Healthcare, Inc.), a New York corporation ("US PARENT");
(4) WASHINGTON & CONGRESS CAPITAL PARTNERS, L.P. (formerly known as Triumph
Partners III, L.P.) a Delaware limited partnership) ("W&C"); and
(5) RICHARD GREEN (hereinafter sometimes referred to, together with his
successor in trust, as the "TRUSTEE").
A WHEREAS on 17 December 1999, the parties entered into a voting trust
agreement (the "VOTING TRUST AGREEMENT") as subsequently amended by an
Amendment No.1 to the Voting Trust Agreement dated 25 July 2002 (the
"AMENDMENT NO.1") to provide a mechanism for exercising the voting rights
attributable to certain of the issued ordinary shares of AHHL and UK
B WHEREAS on 25 July 2002, the US Parent completed a reorganization of its
own share capital and that of its subsidiaries (the "REORGANIZATION") in
accordance with a master reorganization agreement dated 24 April 2002 (as
subsequently amended, the "REORGANIZATION AGREEMENT") by and among the
Corporate Group and the Investors (as defined therein).
C WHEREAS under the Reorganization Agreement W&C acquired shares of Series