EIGHTH AMENDMENT TO CREDIT AGREEMENT
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of November 12, 1997, 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 8.01(a) of the Credit Agreement is hereby amended by inserting the phrase "(or, in the case of the
monthly report for October 1997, comparative figures for October 1996)" immediately after the phrase "in the
prior fiscal year" appearing therein.
2. Section 8.10 of the Credit Agreement is hereby amended by (i) deleting the phrase "October 31" appearing
immediately after the phrase "fiscal years to end on" and inserting in lieu thereof "September 30" and (ii) deleting
the phrase "January 31, April 30, July 31 and October 31" and inserting in lieu thereof the phrase "December 31,
March 31, June 30 and September 30" in lieu thereof.
3. Section 9.02 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end
of clause (k) thereof, (ii) deleting the period appearing at the end of clause (l) thereof and inserting a semicolon in
lieu thereof and
(iii) inserting the following new clauses immediately following existing clause (l) thereof:
"(m) the Abbey 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 imme