FIFTEENTH AMENDMENT TO CREDIT AGREEMENT
FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of March 1, 1999,
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 3.03 of the Credit Agreement is hereby amended by (i) relettering clauses (h) and (i) as clauses (i) and
(j), respectively, and (ii) inserting immediately prior to relettered clause (i) the following new clause:
"(h) in addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Revolving
Loan Commitment shall be permanently reduced by an amount equal to the amount applied to repay outstanding
Revolving Loans pursuant to Section 9.02(s)(iv). "
2. Section 9.02 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end
of clause (q) thereof, (ii) deleting the period appearing at the end of clause (r) thereof and inserting "; and" in lieu
thereof and (iii) inserting the following new clause immediately following existing clause (r) thereof:
"(s) the CareCall 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 immediately after giving effect thereto, (ii) the aggregate consideration paid in
connection therewith shall not exceed (pound)600,000 consisting of an initial payment of (pound)