Exhibit 4.1
WAIVER TO
CREDIT AGREEMENT
WAIVER, dated as of February 16, 2007 (the
“Waiver”) to the Credit Agreement, dated as of dated as
of January 28, 2005, among NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC., the LENDERS party hereto, and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (as
same has been and may be further amended, restated, supplemented or
otherwise modified, from time to time, the “Credit
Agreement”).
RECITALS
The Company and the Bank have
agreed, subject to the terms and conditions of this Waiver, to
waive certain provisions of the Credit Agreement as herein set
forth.
Accordingly, in consideration of the
premises and of the mutual covenants and agreements hereinafter set
forth, the parties hereto agree as follows:
1. Waiver
. The Lenders hereby waive compliance by the Borrower
with the Credit Agreement and the other Loan Documents, including,
but not limited to, Sections 5.01(b), 5.01(c) and 5.07 of the
Credit Agreement, and hereby waive any Event of Default that would
arise under the Credit Agreement, including, but not limited to,
the Event of Default that would arise under paragraphs (c),
(d) and (e) of Article VII of the Credit Agreement, each with
respect to (a) the late receipt of (i) the
Borrower’s consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows required
pursuant to Section 5.01(b) of the Credit Agreement and
(ii) the certificate of a Financial Officer of the Borrower
required pursuant to section 5.01(c) of the Credit Agreement,
for each of the fiscal quarters ended September 30, 2006 and
December 31, 2006 and (b) the failure of the Borrower to
deliver the documents described in (a)(i) above to the Securities
and Exchange Commission, provided that such statements and
certificate, along with cash flow projections for the f
