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Exhibit 4.1
NBD Bank
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxxx X. Xxxxxx
First Vice President
July 29, 1997
Xx. Xxxx X. Xxx
Chief Financial Officer
Universal Standard Medical Laboratories, Inc.
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Revolving Credit and Loan Agreement dated April 30, 1997
between NBD Bank (the "Bank") and Universal Standard Medical
Laboratories, Inc., Universal Standard Managed Care of
Michigan, Inc., Universal Standard Managed Care of Ohio,
Inc., Universal Standard Managed Care, Inc., T.P.A., Inc.
and A/R Credit, Inc. (each, an "Obligor" and collectively,
the "Obligors") (as may be amended and further amended from
time to time, the "Agreement"). Capitalized terms used but
not defined in this letter shall have the same meanings as
in the Agreement.
Dear Al:
Based on the covenant calculations exhibit recently submitted, it has come to
my attention that the Obligors are in default of Section 6.1A. of the Agreement
(i.e. minimum consolidated current ratio requirement; 1.22:1 reported is below
the required 1.25:1 minimum) at June 30, 1997. The Bank hereby waives the
above described default through June 30, 1997. This waiver shall not be
construed as an agreement to waive any provision on any future occasion, nor
shall it be construed as a waiver with respect to any matter not specifically
addressed in this letter. Except
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as expressly modified by the terms of this letter, all of the other terms and
conditions of the Agreement and the other Loan Documents remain in full force
and effect and are hereby ratified, reaffirmed, confirmed and approved.
The Obligors represent and warrant to the Bank that: a) after giving effect to
the waiver contained herein and effected hereunder, all of the representations
and warranties contained in the Loan Documents are true and correct on and as
of the date hereof with the same force and effect as if made on and as of the
date hereof; and b) no Event of Default or event which would become an Event of
Default after the lapse of time or the giving of notice and the lapse of time,
or both, has occurred and is continuing or will exist under the Loan documents
as of the date hereof.
If the foregoing is acceptable, please return a copy of this letter, executed
by the parties listed below to my attention.
Sincerely,
By: /S/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: First Vice President
--------------------------
Accepted and agreed to this 6th day of August, 1997.
UNIVERSAL STANDARD MEDICAL LABORATORIES, INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Vice President Finance and Treasurer
UNIVERSAL STANDARD MANAGED CARE OF OHIO, INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
UNIVERSAL STANDARD MANAGED CARE, INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
A/R CREDIT, INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
T.P.A., INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
