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EXHIBIT 4.1
November 6, 1996
Universal Standard Medical
Laboratories, Inc.
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxx, Chief Financial Officer
RE: Second Waiver of Loan Agreement Covenants
Dear Mr. Ker:
This Second Waiver of Loan Agreement Covenants ("Second Waiver") modifies
and amends the Universal Standard Medical Laboratories, Inc. ("Borrower") Loan
(as said term is defined in a certain letter agreement dated August 6, 1996)
(the "First Waiver"), effective upon Borrower's execution and return to
Michigan National Bank (the "Bank") of this Second Waiver agreement. All
defined terms used in this Second Waiver shall have the meaning provided in the
Loan Agreement, as amended through the August 8, 1996 date of the First Waiver.
I. Waiver Agreement. Until December 31, 1996 only, Bank hereby waives
the Loan Agreement requirement that Borrower maintain a Cash Flow
Coverage Ratio as of September 30, 1996, of 1.25 to 1.
II. Amendment of First Waiver. The Bank also agrees to : (A) extend until
December 15, 1996, the September 30, 1996 deadline date set forth in
Paragraph 3. on Page 2 of the First Waiver agreement for Borrower
to provide Bank with the consolidating management projections therein
described, and (B) delete that "August 15, 1996" date set forth in
Paragraph 6. on Page 2 of the First Waiver agreement, replacing said
deleted date with the sooner to occur of November 30, 1996 or as soon
as operationally possible,".
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III. Waiver Fee. In consideration of the Bank's above agreements, Borrower
agrees to pay Bank a $5,000.00 waiver fee upon execution of this
Second Waiver Agreement.
IV. Scope of Second Waiver Agreement. Except as specifically set forth in
this Second Waiver agreement, each and all of the terms, provisions
and agreements made by Borrower in the Loan Agreement, as heretofore
amended, shall remain in full force and effect, unchanged and
unmodified in any way by this Second Waiver agreement.
Sincerely yours,
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Special Asset Officer
ACCEPTANCE
The terms and provisions of the above Second Waiver agreement are hereby
acknowledged and agreed to.
UNIVERSAL STANDARD MEDICAL LABORATORIES, INC.
By: Xxxx X. Xxx
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Its: CFO
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Dated: November 7, 1996
