Amendment to Senior Credit Agreement between Allied Healthcare Group Limited and Barclays Bank PLC (February 4, 2004)

Summary

This amendment letter, dated February 4, 2004, is between Allied Healthcare Group Limited (on behalf of itself and its subsidiaries) and Barclays Bank PLC (as Agent for itself and other banks). It modifies the existing Credit Agreement to allow Allied Healthcare and its subsidiaries to provide certain guarantees to local authorities' social service departments, provided these are in the ordinary course of business and on usual terms. The Parent must deliver a signed copy of this letter before entering into any such guarantees. All other terms of the original Credit Agreement remain unchanged.

EX-10.32 8 file004.htm AMENDMENT TO SR. CREDIT AGREEMENT 02/04/04

Exhibit 10.32 To: Allied Healthcare Group Limited as Parent for and on behalf of itself and the other Obligors (as defined in the Credit Agreement referred to below) From: Barclays Bank PLC as Agent for and on behalf of itself and the Banks (as defined in the Credit Agreement referred to below) Date: 4th February 2004 Dear Sirs, Credit Agreement dated 17 December 1999 between Allied Healthcare Group Limited (the "Parent"), Allied Healthcare Holdings Limited (formerly Transworld Healthcare (UK) Limited) (the "Original Borrower"), Barclays Bank PLC as Agent and Security Agent, the Banks named therein as Banks and others (as amended and restated from time to time, the "Credit Agreement"). 1. Terms deemed in the Credit Agreement shall have the same meaning in this Letter and the principles of construction set out in the Credit Agreement shall have effect as if set out in this Letter. References to clauses in this Letter shall be to clauses in the Credit Agreement. 2. We refer to your letter dated on or about 18 December 2003, which requests the consent of the Agent to the provision of certain guarantees (the "Guarantees") by Allied Healthcare Group Limited and its subsidiaries (each a "Guarantor") to the social service departments of local authorities. 3. For the purposes of Clause 23.18 (Loans and Guarantees) a Guarantee provided to the social services department of a local authority shall be deemed to be "in the ordinary course of trading" provided that: (a) the Guarantee is provided in connection with the obligations of a member of the Group to such local authority; and (b) the Guarantee is on terms usual for the trade of such member of the Group. 4. The Parent undertakes that it shall deliver to the Agent, prior to entering into any Guarantees, a copy of this Letter duly executed by the Parent. 5. Save as expressly provided in paragraph 3 above, the provisions of the Finance Documents shall continue in full force and effect and the Parent, on behalf of itself and the other Obligors, agrees that this letter shall not operate as a waiver of any right, power or remedy any Bank may have under the Finance Documents. 6. On the date that the Parent duly executes this Letter, the Parent confirms, in relation to each Obligor, that the Repeated Representations shall be deemed to be repeated. 7. The Parent shall reimburse the Agent for all legal costs and expenses incurred by it together with any VAT thereon incurred by it in connection with the negotiation, preparation and execution of this letter and any other document referred to or contemplated by this letter. 8. This Letter is designated a Finance Document. 9. This Letter may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. 10. This Letter shall be governed by and construed in accordance with English law. Yours faithfully /s/ signature illegible - ----------------------------------------- for and on behalf of BARCLAYS BANK PLC (as Agent) We accept and agree to the terms of this letter. /s/ Charles Murphy 9/2/04 - ----------------------------------------------------- ------ for and on behalf of Date ALLIED HEALTHCARE GROUP LIMITED (as Parent for and on behalf of itself and the other Obligors) 2