ALLIED HEALTHCARE PRODUCTS INC
AMENDMENT TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c72104exv10w1.txt
<DESCRIPTION>AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                              September 26, 2002


Allied HealthCare Products, Inc.
1720 Sublette Avenue

ST. LOUIS, MISSOURI 63110


RE: FIRST AMENDMENT

Gentlemen:

Allied HealthCare Products, Inc. a Delaware corporation ("BORROWER") and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association ("BANK") have entered
into that certain Loan and Security Agreement dated April 24, 2002 (the
"SECURITY AGREEMENT"). From time to time thereafter, Borrower and Bank may have
executed various amendments (each an "AMENDMENT" and collectively the
"AMENDMENTS") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "AGREEMENT").
Borrower and Bank now desire to further amend the Agreement as provided herein,
subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. The Agreement hereby is amended as follows:

         (A) Subparagraph (2)(b) of the Agreement is deleted in its entirety and
the following is substituted in its place:

                  (2) CAPITAL EXPENDITURE LOANS.

                      (B)     Subject to the terms and conditions of this
                              Agreement and the Other Agreements, from time to
                              time after the initial Loans are advanced
                              hereunder, Lender shall make advances to Borrower
                              up to eighty percent (80%) of the purchase price
                              (exclusive of sales taxes, delivery charges and
                              other "soft" costs related to such purchase) of
                              Equipment to be purchased with the proceeds of
                              such advances, (including, without limitation,
                              Equipment purchased since June 30, 2001) which
                              Equipment is acceptable


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<PAGE>

                              to Lender in its sole discretion, and upon which
                              Lender shall have a first priority perfected
                              security interest; provided, that (i) the
                              aggregate amount advanced for such purchases shall
                              not exceed Four Million and No/100 Dollars
                              ($4,000,000.00), (ii) at least (5) Business Days
                              prior to any such advance hereunder, Borrower
                              shall have furnished to Lender an invoice and
                              acceptance letter for the Equipment being
                              purchased and shall have executed such documents
                              and taken such other actions as Lender shall
                              reasonably require to assure that Lender has a
                              priority perfected security interest in such
                              Equipment, and (iii) all such advances hereunder
                              shall occur on or before the date that is eight
                              (8) months after the date hereof.



         (B) Subparagraph (2)(c)(ii) of the Agreement is deleted in its entirety
and the following is substituted in its place:


                  (C) REPAYMENTS:


                      (II)    REPAYMENT OF CAPITAL EXPENDITURE LOANS. The
                              Capital Expenditure Loans shall be repaid in sixty
                              (60) equal monthly installments of principal in an
                              amount sufficient to pay such Capital Expenditure
                              Loan in full by the final payment, payable
                              commencing on the date that is eight (8) months
                              from the date hereof, and on the corresponding day
                              of each month thereafter (or if there is no
                              corresponding day, on the last day of each month);
                              provided that any remaining outstanding principal
                              balance of the Capital Expenditure Loans shall be
                              repaid at the end of the Original Term or any
                              Renewal Term if this Agreement is renewed pursuant
                              to Section 10 hereof. If any such payment due date
                              is not a Business Day, then such payment may be
                              made on the next succeeding Business Day and such
                              extension of time shall be included in the
                              computation of the amount of interest and fees due
                              hereunder.


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<PAGE>

         (C) Subparagraph (3)(a) of the Agreement is deleted in its entirety and
the following is substituted in its place:

                  (3) LETTERS OF CREDIT.

                      (A)     GENERAL TERMS. Subject to the terms and conditions
                              of the Agreement and the Other Agreements, during
                              the Original Term or any Renewal Term, Lender
                              shall, absent the existence of an event of
                              Default, from time to time issue, upon Borrower's
                              request, commercial and/or standby Letters of
                              Credit; provided, that the aggregate undrawn face
                              amount of all such Letters Of Credit shall at no
                              time exceed Five Million and No/100 Dollars
                              ($5,000,000.00). Payments made by Lender to any
                              Person on account of any Letter of Credit shall
                              constitute Loans hereunder and Borrower agrees
                              that each payment made by Lender in respect of a
                              Letter of Credit shall constitute a Loan
                              hereunder. Borrower shall remit to Lender a Letter
                              of Credit fee equal to two and one-half percent
                              (2-1/2%) per annum on the aggregate undrawn face
                              amount of all Letters of Credit outstanding, which
                              fee shall be payable monthly in arrears on the
                              last Business Day of each month. Borrower shall
                              also pay on demand the normal and customary
                              administrative charges of the Lender for issuance,
                              amendment, negotiation, renewal or extension of
                              any Letter of Credit.

         (D) Subparagraph (4)(a) of the Agreement is deleted in its entirety and
the following is substituted in its place:

                  (4) INTEREST, FEES, AND CHARGES.

                      (A)     Each Loan shall bear interest at the rate of
                              three-fourths of one percent (.75 of 1%) per annum
                              in excess of Bank's publicly announced prime rate
                              (which is not intended to be Bank's lowest or most
                              favorable rate in effect at any time) (the "PRIME
                              RATE") in effect from time to time, payable on the
                              last business day of each month in arrears. Said
                              rate of interest shall increase or decrease by an
                              amount equal to each increase or decrease in the
                              Prime Rate


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<PAGE>

                              effective on the effective date of each such
                              change in the Prime Rate. Upon the occurrence of
                              an Event of Default, each Loan shall bear interest
                              at the rate of two percent (2%) per annum in
                              excess of the interest rate otherwise payable
                              thereon, which interest shall be payable on
                              demand. All interest shall be calculated on the
                              basis of a 360-day year.

         (E) Subparagraph (4)(b) of the Agreement entitled "Other Libor
Provisions" is deleted in its entirety and the phrase "Intentionally Omitted" is
substituted in its place.


         (F) Subparagraph (4)(c)(ii) of the Agreement is deleted in its entirety
and the following is substituted in its place:

                  (ii) AMENDMENT FEE: Borrower shall pay to Bank an amendment
         fee of Twenty Thousand and No/100 Dollars ($20,000.00), which fee shall
         be fully earned by Bank and payable upon execution of this Amendment.

         (G) Subparagraph (14)(b) of the Agreement is deleted in its entirety
and the following is substituted in its place:



             (B) FIXED CHARGE COVERAGE RATIO. Borrower hereby covenants and
agrees not to permit the Ratio of EBITDA to Fixed Charges for each period set
forth below to be less than the amount set forth below for such period:


<TABLE>
<CAPTION>
                                         Period                                   Amount
                                         ------                                   ------
<S>                                                                             <C>
                 From July 1, 2002 through December 31, 2002                    .10 TO 1.0
                 From July 1, 2002 through March 31, 2003                       .50 TO 1.0
                 From July 1, 2002 through June 30, 2003                        .75 TO 1.0
                 Thereafter on July 1, 2003, and for each twelve (12) month
                 period ending on the last day of each month.                   1.0 TO 1.0
</TABLE>


         (H) Subparagraph (14)(c) of the Agreement is deleted in its entirety
and the following is substituted in its place:


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<PAGE>

                      (C)     Borrower shall not permit EBITDA to be less than
                              (i) negative (-$45,000.00) for the three (3) month
                              period ending September 30, 2002; (ii) $250,000.00
                              for the six (6) month period ending December 31,
                              2002; (iii) $1,500,000.00 for the nine (9) month
                              period ending March 31, 2003; (iv) $2,600,000.00
                              for the twelve (12) month period ending on June
                              30, 2003. Thereafter, as of the last day of each
                              fiscal quarter for the twelve (12) month period
                              ending on each such date, commencing September 30,
                              2003 Borrower shall not permit EBITDA to be less
                              than $2,600,000.00.



                  This Amendment shall not become effective until fully executed
by all parties hereto.

                  3. Except as expressly amended hereby and by any other
supplemental documents or instruments executed by either party hereto in order
to effectuate the transactions contemplated hereby, the Agreement and Exhibit A
thereto hereby are ratified and confirmed by the parties hereto and remain in
full force and effect in accordance with the terms thereof.

                                    LASALLE BANK NATIONAL ASSOCIATION

                                    By__________________________________________


                                    Title_______________________________________


ACKNOWLEDGED AND AGREED TO
this ____ day of September, 2002:

ALLIED HEALTHCARE PRODUCTS, INC.

By_______________________________

Title____________________________





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