AMENDMENT LETTER
	 

	 
		 
	 

	 
			
				
				  To:
				

			 	
				
				  Allied Healthcare Group
				  Holdings Limited 
 Allied
				  Healthcare International, Inc.

				  Stone Business Park

				  Brooms Road

				  Stone

				  Staffordshire ST15 0TL

				  Fax No: 01785 819031
				

			 

 

	 
		Attention: David Moffatt

	 

	 
		6 August 2007
	 

	 
		Dear Sirs
	 

	 
		Project Air: Amendment
		Letter
	 

	 
		We refer to the
		£46,000,000 facility agreement dated 19 July 2004 between Allied
		Healthcare Group Holdings Limited, the Borrowers listed therein, Allied
		Healthcare International Inc, the Guarantors listed therein, the ID Obligors
		listed therein, Barclays Capital and Lloyds TSB Bank PLC as Arrangers and
		Ancillary Lenders, the Original Lenders listed therein, Barclays Bank PLC as ID
		Bank and Barclays Bank PLC as Agent and Security Agent, as amended and restated
		on 12 December 2006 and as subsequently amended by an amendment letter dated 30
		January 2007 (together, the “Amended Agreement”).
	 

	 
			
				
				  1
				

			 	
				
				  DEFINITIONS
				

			 

 

	 
		Unless otherwise stated, terms
		defined in the Amended Agreement have the same meaning in this Letter.
	 

	 
		“Effective Date” means the date on which the Agent notifies the
		Company that it has received:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  for the Parent and each
				  of the Obligors, either a copy of their respective constitutional documents or
				  a certificate of an authorised signatory of each of them certifying that the
				  constitutional documents previously delivered to the Agent on or before 19 July
				  2004 for the purposes of the Original Facility Agreement have not been amended
				  and remain in full force and effect;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  a copy of a resolution
				  of the board of directors of the Parent and each Obligor:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  approving the terms of,
				  and the transactions contemplated by, this Letter and resolving that it execute
				  this Letter; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  authorising a specified
				  person or persons to execute this Letter on its behalf;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  a specimen of the
				  signature of each person authorised by the resolution referred to in paragraph
				  (ii) above;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  a certificate of the
				  Company (signed by a director) confirming that borrowing or guaranteeing, as
				  appropriate, the Facility A Commitment, the Facility B 
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		1
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		Commitment and the Facility C
		Commitment under the Amended Agreement would not cause any borrowing,
		guaranteeing or similar limit binding on the Parent or any Obligor to be
		exceeded; and
	 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  a certificate of an
				  authorised signatory of the Parent and the relevant Obligor certifying that
				  each copy document relating to it listed at (i) to (iv) above is correct,
				  complete and in full force and effect as at a date no earlier than the date of
				  this Letter.
				

			 

 

	 
		“Original Facility Agreement” means the Facility Agreement dated
		19 July 2004 between the Company, the Original Borrower, the Parent, the
		Original Guarantors, the Arrangers, the Original Lenders, the Agent and the
		Security Agent (as each are defined in the Original Facility Agreement) as
		amended from time to time prior to the Amendment and Restatement Agreement
		becoming effective.
	 

	 
			
				
				  2
				

			 	
				
				  AMENDMENTS
				  
				

			 

 

	 
			
				
				  2.1
				

			 	
				
				  Amendment to the
				  Amended Agreement
				

			 

 

	 
		The parties to this Letter
		agree that, with effect from the Effective Date, the Amended Agreement shall be
		amended as follows:
	 

	 
			
				
				   
				

			 	
				
				  2.1.1
				

			 	
				
				  Clause 1.1 shall be
				  amended by the addition of the following words to the end of the sentence which
				  defines IC Side Agreement:
				

			 

 

	 
		“, as amended from time to
		time in consultation and with the consent of the Lenders.”;
	 

	 
			
				
				   
				

			 	
				
				  2.1.2
				

			 	
				
				  Clause 1.1 shall be
				  amended by the addition of the following words inserted below the definition of
				  Selection Notice:
				

			 

 

	 
		““Settlement Agreement” means the Settlement Agreement dated
		26 June 2007 between Allied Healthcare International Inc. and Timothy M.
		Aitken.”;
	 

	 
			
				
				   
				

			 	
				
				  2.1.3
				

			 	
				
				  Clause 1.1 shall be
				  amended by the addition of the following words to the end of the sentence which
				  defines US Administration Costs:
				

			 

 

	 
		“and payments made to
		Timothy M. Aitken under the Settlement Agreement.”; 
	 

	 
			
				
				   
				

			 	
				
				  2.1.4
				

			 	
				
				  Clause 22.19(b) shall
				  be deleted in its entirety and replaced by the words: 
				

			 

 

	 
		“Following such review,
		the Parent shall no later than 1 February 2008 appoint two individuals
		acceptable to the Original Lenders to the permanent roles of Chairman and Chief
		Executive Officer.”; and 
	 

	 
			
				
				   
				

			 	
				
				  2.1.5
				

			 	
				
				  Clause 22.19(c) shall
				  be deleted in its entirety.
				

			 

 

	 
			
				
				  2.2
				

			 	
				
				  Continuing
				  obligations
				

			 

 

	 
		The provisions of the Amended
		Agreement and the other Finance Documents shall, save as amended by this
		Letter, continue in full force and effect. Where there is any inconsistency
		between the terms of this Letter and the Amended Agreement, the terms of this
		Letter will apply.
	 

	 
		 
	 

	 

	 
		 
	 

	 
		2
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
			
				
				  3
				

			 	
				
				  COSTS AND
				  EXPENSES
				

			 

 

	 
			
				
				  3.1
				

			 	
				
				  Transaction
				  costs
				

			 

 

	 
		The Company shall within three
		Business Days of demand reimburse the Agent for the amount of all costs and
		expenses (including legal fees) reasonably incurred by the Agent in connection
		with the negotiation, preparation, printing and execution of this Letter and
		any other documents referred to in this Letter.
	 

	 
			
				
				  3.2
				

			 	
				
				  Payment of Fees,
				  Costs and Expenses
				

			 

 

	 
		The Company hereby irrevocably
		authorises the Lender to cause the Company to satisfy any payment obligations
		arising pursuant to this Clause 3 by debiting any bank account of the Company
		held with the Lender.
	 

	 
			
				
				  4
				

			 	
				
				  MISCELLANEOUS
				

			 

 

	 
			
				
				  4.1
				

			 	
				
				  Guarantors
				

			 

 

	 
		Each of the Guarantors and the
		Parent agree to each of the provisions of this Letter, including without
		limitation, the amendments to the Amended Agreement contemplated by this Letter
		and each agrees that nothing in this Letter effects its obligations as a
		Guarantor or in the case of the Parent as the Parent.
	 

	 
			
				
				  4.2
				

			 	
				
				  Reservation of
				  Rights
				

			 

 

	 
		This Letter is provided by the
		Finance Parties strictly on the basis that the Finance Parties reserve all
		rights and remedies of the Agent, the Security Agent and the Finance Parties
		under the Amended Agreement. Other than as set out in this Letter, nothing in
		this Letter or done pursuant to this Letter, will constitute an amendment to or
		is intended to operate as a release or waiver of any breach or potential breach
		of, or any obligations under any Finance Document.
	 

	 
			
				
				  4.3
				

			 	
				
				  Third Party
				  Rights
				

			 

 

	 
		A person who is not a party to
		this Letter has no right under the Contracts (Rights of Third Parties) Act 1999
		to enforce any of the provisions of this Letter.
	 

	 
			
				
				  4.4
				

			 	
				
				  Counterparts
				

			 

 

	 
		This Letter may be signed in a
		number of counterparts, and this has the same effect as if the signatures on
		the counterparts were on a single copy of this Letter.
	 

	 
			
				
				  4.5
				

			 	
				
				  Joint and Several
				  Obligations
				

			 

 

	 
		The obligations of the Finance
		Parties under this Letter are several. The obligations of the Obligors under
		this Letter are joint and several.
	 

	 
			
				
				  4.6
				

			 	
				
				  Finance Documents
				  
				

			 

 

	 
		In accordance with the Amended
		Agreement, each of the Company and the Agent designate this Letter as a Finance
		Document.
	 

	 
			
				
				  5
				

			 	
				
				  GOVERNING
				  LAW
				

			 

 

	 
		This Letter will be governed
		and construed in accordance with English law.
	 

	 
		 
	 

	 

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		We hereby agree to the terms of
		this Letter:
	 

	 
		 
	 

	 
			
				
				  The Original
				  Lenders
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Barclays Bank
				  PLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DALE
				  SELLERS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Lloyds TSB Bank
				  plc
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: A J DAVIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Ancillary
				  Lenders
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Barclays Bank
				  PLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DALE SELLERS

				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Lloyds TSB Bank
				  plc
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: A J DAVIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The ID
				  Bank
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Barclays Bank
				  PLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DALE
				  SELLERS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The Agent

				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Barclays Bank
				  PLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: PATRICK
				  ADUATE-ODIETE
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The Security Agent
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Barclays Bank
				  PLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: PATRICK
				  ADUATE-ODIETE
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  Agreed and accepted by:
				  
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				  The
				  Company
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				  Allied Healthcare Group
				  Holdings Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The
				  Parent
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				  Allied Healthcare
				  International Inc.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The Original
				  Borrowers 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	 	 	 
	
				
				  Allied Healthcare Group
				  Holdings Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID MOFFATT
				  
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Healthcare
				  Holdings Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Healthcare Group
				  Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Respiratory
				  Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Balfor Medical
				  Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		5
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  Crystalglen
				  Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Medigas Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Nightingale Nursing
				  Bureau Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Omnicare Limited

				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Staffing
				  Professionals Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  The Original
				  Guarantors 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				  Allied Healthcare Group
				  Holdings Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Healthcare
				  Holdings Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		6
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  Allied Healthcare Group
				  Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Respiratory
				  Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Balfor Medical
				  Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Crystalglen
				  Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Medigas Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Nightingale Nursing
				  Bureau Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Omnicare Limited

				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Staffing
				  Professionals Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		7
	 

	 
		 
	 


	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  The ID Obligors
				  
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				  Allied Healthcare Group
				  Holdings Limited 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Allied Staffing
				  Professionals Limited
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: DAVID
				  MOFFATT
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 

	 
		 
	 

	 
		8