1
EXHIBIT 10.41
WAIVER OF DEBT COVENANTS FROM SUB-DEBT HOLDERS
March 5, 1998
Xx. Xxxxxxx X. Current, EVP
Medar, Inc.
00000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000-0000
Ladies & Gentlemen:
Reference is made to the Note and Warrant Purchase Agreement dated as of July
15, 1997, as amended, among you and the undersigned (the "Agreement"). You
recently informed us that, based on the December 31, 1997 financial results of
Medar, Inc. (the "Company"), the Company is in default as of such date under
Section 8.1 of the Agreement. The undersigned hereby waive the above-described
default and agree not to declare an event of Default, or exercise any other
remedies, as a result of said default.
The waiver set forth in this letter shall not be deemed a waiver of any future
default or Event of Default, including under the same Section referenced above.
This waiver is conditional, however, upon the Company's and our receipt of a
written waiver of all the comparable defaults arising under the Senior
Indebtedness in effect on the date hereof, as defined in the Agreement.
Very truly yours,
State Street Bank and Trust Company,
as Trustee for
THE TEXTRON MASTER TRUST
By: /S/Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
Page 44
