EXHIBIT 10.27
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March 24, 1999
Uma Nandan Aggarwal
Chief Executive Officer and
President
Allied Healthcare Products, Inc.
1720 Sublette Avenue
St. Louis, MO 63110
Re: $5,000,000 PROMISSORY NOTE DATED AUGUST 7, 1998 ("NOTE") MADE BY
ALLIED HEALTHCARE PRODUCTS, INC. ("COMPANY") TO THE ORDER OF
LASALLE NATIONAL BANK ("BANK")
Dear Mr. Aggarwal:
Reference is made to the above Note. All capitalized terms used and not
otherwise defined herein shall have the meanings given them in the Note.
Pursuant to provisions of the Note, the Company is limited in its ability
to sell, lease, assign, transfer or otherwise dispose of its properties or
assets. The Note additionally requires that the Company maintain a Tangible Net
Worth at all times of not less than $21,000,000.
Subject to the terms herein provided, this will serve as the Bank's consent
and agreement to the following:
1. The Company is hereby permitted to dispose of its Toledo, Ohio
manufacturing facility provided that the sales proceeds for the
facility shall be used to reduce the Company's obligations to its
working capital lender, Foothill Capital Corporation.
2. The terms of Page 7, paragraph (n) of the Note requiring that the
Company's Tangible Net Worth at all times not be less than $21,000,000
are hereby waived from this date through and including June 30, 1999
provided the Company's Tangible Net Worth during such period must not
be less than $20,000,000. After June 30, 1999 the requirements that
the Company's Tangible Net Worth not be less than $21,000,000 shall be
reinstituted.
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Except as expressly stated herein, the Loan Documents, as hereby amended,
shall remain in full force and effect and are hereby ratified and confirmed in
all respects. The execution, delivery and effectiveness of this letter
agreement shall not operate as a waiver of any right, power or remedy of the
Bank under any of the Loan Documents nor constitute a waiver of any provision of
the Loan Documents as except as specifically set forth herein. The Company
hereby ratifies, reaffirms, acknowledges and agrees that the Loan Documents, as
hereby amended, are and shall continue to be the valid and enforceable
obligations of the Company.
If the foregoing meets with your approval and acceptance, please indicate
your agreement where indicated below.
LASALLE NATIONAL BANK
By:
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Andrew K. Dawson,
Vice President
The undersigned Allied Healthcare Products, Inc. hereby agrees and accepts
the terms of the above letter as of the date first above written.
ALLIED HEALTHCARE PRODUCTS, INC.
By:
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Uma Nandan Aggarwal,
Chief Executive Officer and President
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