Form of Amendment No. 1 To Voting Trust Agreement

EXHIBIT 10.20


AMENDMENT NO. 1 TO VOTING TRUST AGREEMENT


THIS Amendment No. 1 (this "Amendment"), dated _____________, 2002 to the VOTING TRUST AGREEMENT (the "Agreement") made the 17th day of December 1999, by and among Allied Healthcare Group Limited (formerly known as Transworld Holdings (UK) Limited), a company incorporated in England and Wales with registered number 3370146 ("UK Parent"), Transworld Healthcare (UK) Limited, a company incorporated in England and Wales with registered number 3370146 ("TW UK"), Transworld Healthcare, Inc., a New York corporation ("US Parent"), Triumph Partners III, L.P., a Delaware limited partnership ("Triumph"), and Richard Green (hereinafter sometimes referred to, together with his successor in trust, as the "Trustee"). UK Parent and US Parent are hereinafter referred to collectively as the "Initial Shareholders." US Parent, UK Parent and TW UK are hereinafter referred to collectively as the "Corporate Group."


W I T N E S S E T H


WHEREAS, on December 17, 1999, the parties entered into the Agreement to provide a mechanism for exercising the voting rights attributable to the outstanding ordinary shares of TW UK and UK Parent owned by the Initial Shareholders so as to give effect to the commercial understanding between the Purchasers (as defined in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of December 17, 1999, as amended, among UK Parent, TW UK, the Purchasers and US Parent), on the one hand, and the Initial Shareholders, on the other hand, with respect to the exercise of control over the business and policies of TW UK and UK Parent and other matters of corporate governance as between majority and minority shareholders;


WHEREAS, as of the date hereof, the US Parent has approved the reorganization of the Corporate Group, pursuant to which TW UK shall become a wholly-owned subsidiary of UK Parent, which is and shall remain a wholly-owned subsidiary of US Parent (the "Reorganization") in accordance with that certain Master Reorganization Agreement, dated as of April 24, 2002 by an among the Corporate Group and the Investors named therein (the "Reorganization Agreement"); and


WHEREAS, in connection with the Reorganization, Triumph shall acquire shares of US Parent Preferred Stock and it is the intention of the parties that for so long as such Preferred Stock (or any US Parent Common Stock issuable upon conversion thereof) remains outstanding, Triumph is to be afforded certain amended voting rights as fully described herein.


NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good, valuable and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto promise, covenant, undertake and agree as follows:


1. Definitions. Capitalized terms used in the Agreement and not otherwise defined shall have the meanings ascribed thereto in the Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of the US Parent (the "Preferred Stock Certificate"), rather than the Purchase Agreement.


2. Transfer of Securities. Effective hereby, the following shall be substituted in its entirety for clause (iii) of the second paragraph of Section 3 of the Agreement: Intentionally Omitted.


3. Withdrawal of Shares from Voting Trust.


(a) Effective hereby, the following shall be substituted in its entirety for paragraph (a) of Section 4 of the Agreement:


"at any time after the fifteenth anniversary of the date hereof,
provided that all obligations of US Parent, UK Parent and TW UK arising
from (i) a conversion of the Series A Preferred Stock, (ii) the
exercise of the Holders' Redemption with respect to the Series A
Preferred Stock, (iii) the Mirror Preferred Stock, (iv) the Mirror
Notes or (v) the Mirror PIK Notes, shall have been duly and fully
satisfied."


(b) Effective hereby, the following shall be substituted in its entirety for paragraph (b) of Section 4 of the Agreement: Intentionally Omitted.


4. Rights, Powers and Duties of the Trustee; Obligations of Initial Shareholders. Effective hereby, the following shall be substituted in its entirety for paragraph (f) of Section 5 of the Agreement:


"Subject to the requirements of Applicable Law, each of the
Initial Shareholders shall instruct the Trustee to vote their Shares
(whether at a general or extraordinary meeting of shareholders or by
consent in lieu of a meeting of shareholders) and where appropriate to
give effect to such matters, shall convene any necessary shareholders
meeting for the purpose of passing (and, unless pursuant to an amending
resolution required for the purpose of authorizing and giving effect to
the Holders' Redemption of Series A Preferred Stock pursuant to the
Preferred Stock Certificate and Article VIII of the Purchase Agreement,
not revoking) such resolutions as may be required by Applicable Law to
approve or authorize any purchase of securities pursuant to Article
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