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EXHIBIT 4.1
NBD Bank
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxxx X. Xxxxxx
First Vice President
November 5, 1997
Xx. Xxxx X. Xxx
Chief Financial Officer
Universal Standard Healthcare, Inc.
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 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 by the First Amendment to Revolving
Credit and Loan Agreement dated September 26, 1997 (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:
Based on the covenant calculations exhibit recently submitted, it has come to
my attention that the Obligors are in default of Section 6.1B. of the Agreement
(i.e. minimum consolidated funded debt ratio requirement; .71:1 reported is
above the required .70:1 maximum) at September 30, 1997. The Bank hereby
waives the above described default through September 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 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
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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,
NBD BANK
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: First Vice President
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Accepted and agreed to this 5th day of November, 1997.
UNIVERSAL STANDARD HEALTHCARE, INC.
By: /S/ Xxxx X. Xxx
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Xxxx X. Xxx, Vice President Finance and Treasurer
UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC.
By:/S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC.
By:/S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, 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
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T.P.A., INC.
By:/S/ Xxxx X. Xxx
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Xxxx X. Xxx, Treasurer
