TENTH AMENDMENT TO CREDIT AGREEMENT
TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 7, 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 10.09 of the Credit Agreement is hereby amended by inserting immediately before the semi-colon at
the end thereof the following proviso:
"; provided, that on or prior to June 30, 1998 this Section 10.09 shall not apply to a judgment of less than or
equal to $1,000,000 entered against HMI in connection with the case of Hotte vs. HMI".
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 Tenth Amendment Effective Date (as defined below), both
before and after giving effect to the 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 Tenth 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 Tenth 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 respect