NINTH AMENDMENT TO CREDIT AGREEMENT
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.
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
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.
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