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EXHIBIT 4.2
[NBD BANK LETTERHEAD]
July 21, 1998
Xx. Xxxx X. Xxx
Vice President Finance
Universal Standard Healthcare, 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
Healthcare, Inc., Universal Standard Healthcare of Michigan,
Inc., Universal Standard Healthcare of Ohio, Inc., Universal
Standard Healthcare of Delaware, Inc., T.P.A., Inc. and A/R
Credit, Inc. (each, an "Obligor" and collectively, the
"Obligors"), as amended. (as amended and as may be 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:
You have advised us that the Obligors face an ongoing cash shortfall which, as
of July 20, 1998, totaled an approximate $210,333 overdraft and is expected to
continue at various levels until closing of the sale of the Laboratory Division
to LabCorp scheduled for August 3, 1998. As we discussed over the phone today,
this ongoing overdraft is in conflict with Section N. of the Fourth Amendment to
the Revolving Credit and Loan Agreement dated March 12, 1998 which indicates the
Bank's unwillingness to allow continuing overdrafts and/or overadvances. The
Bank agrees to temporarily allow an overadvance (but not overdrafts) under the
Revolving Credit within the following parameters: 1) The aggregate overadvance
amount may not exceed $1,300,000 from the date of this letter to August 3, 1998
when, 2) the entire overadvance, if any, must be corrected and paid in full
regardless of whether or not the sale of the division occurs. Overadvances will
be made at the Bank's sole and absolute discretion and the decision for each
funding under an overadvance will be scrutinized daily by the Bank. The Obligors
will use their best efforts to manage their cash position in order to minimize
any overadvance occurring during this period.
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Xx. Xxxx X. Xxx
July 21, 1998
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This accommodation is being allowed in an effort to assist in the Obligors in
continuing lab operations in an orderly manner during the short upcoming period
preceding the closing of the sale of this division on August 3, 1998 and should
not be construed as the Bank's agreement to waive this or any other provision
contained in the Loan Documents in the future.
If the foregoing is acceptable, please sign, date and return the original copy
of this letter as indicated below to my attention. Signatures follow on the next
page.
By: /s/ Xxxxxx X. Xxxxxx
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Its: First Vice President
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Accepted and Agreed to this 23rd day of July, 1998.
The Obligors
By: /s/ Xxxx X. Xxx
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Its: Vice President Finance and/or Treasurer as applicable for each Obligor
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