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SIXTH AMENDMENT AND WAIVER TO
CREDIT AGREEMENT
Dated as of March 31, 1997
Among
LABORATORY CORPORATION OF AMERICA HOLDINGS,
as Borrower,
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THE BANKS NAMED HEREIN,
as Banks, and
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CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
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SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT,
dated as of March 31, 1997 (this "Amendment") among
LABORATORY CORPORATION OF AMERICA HOLDINGS (formerly known
as NATIONAL HEALTH LABORATORIES HOLDINGS INC.), a Delaware
corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders (the "Banks")
listed on the signature pages hereof, and CREDIT SUISSE
FIRST BOSTON (formerly known as CREDIT SUISSE (NEW YORK
BRANCH)), as administrative agent (the "Administrative
Agent") for the Lenders hereunder.
PRELIMINARY STATEMENTS
The parties hereto (i) have entered into a Credit
Agreement dated as of April 28, 1995 (as amended, the
"Credit Agreement") providing for, among other things, the
Lenders to lend to the Borrower up to $1,250,000,000 on the
terms and subject to the conditions set forth therein and
(ii) desire to amend the Credit Agreement in the manner set
forth herein. Each capitalized term used but not defined
herein shall have the meaning ascribed thereto in the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements contained herein,
the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.01. Amendment of Definitions. Section
1.01 of the Credit Agreement is hereby amended as follows:
(a) by (i) deleting the words set forth below in
italic type with strikeover lines and (ii) adding the words
set forth below in bold-face type with underscoring, to read
in its entirety as follows:
"'Roche Debt' means the unsecured Debt of the
Borrower issued in favor of Roche in an aggregate principal
amount not to exceed $187 million, such Debt to (i) rank
pari passu in right of payment with the Obligations of the
Borrower under the Loan Documents, (ii) bear interest at a
rate per annum equal to 6.625% and (iii) be due and payable
on March 31, 1998."
SECTION 1.02. Amendment of Amortization Schedule.
Section 2.03(a) of the Credit Agreement is hereby amended by
(i) deleting the numbers set forth below in italic type with
strikeover lines and (ii) adding the numbers set forth below
in bold-face type with underscoring, to read in its entirety
as follows:
(a) Term Advances. The Borrower shall repay to
the Administrative Agent for the ratable account of the
Lenders having Term Advances the outstanding principal
amount of the Term Advances on the following dates in the
amounts indicated; provided that the last such installment
shall be in an amount sufficient to repay all amounts owed
by the Borrower under the Term Advances:
Date Amount
---- ------
October 31, 1995 $16,666,000
January 31, 1996 16,667,000
April 30, 1996 16,667,000
July 31, 1996 18,750,000
October 31, 1996 18,750,000
January 31, 1997 18,750,000
February 19, 1998 131,250,000
April 30, 1998 37,500,000
July 31, 1998 37,500,000
October 31, 1998 37,500,000
January 31, 1999 37,500,000
April 30, 1999 37,500,000
July 31, 1999 43,750,000
October 31, 1999 43,750,000
January 31, 2000 43,750,000
April 30, 2000 43,750,000
July 31, 2000 50,000,000
October 31, 2000 50,000,000
January 31, 2001 50,000,000
April 30, 2001 50,000,000
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Total $800,000,000
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SECTION 1.03. Amendment of Affirmative Covenants.
Section 5.01 of the Credit Agreement is hereby amended as
follows:
(a) Leverage Ratio. Section 5.01(i) of the
Credit Agreement is hereby amended by (i) deleting the
numbers set forth below in italic type with strikeover lines
and (ii) adding the numbers set forth below in bold-face
type with underscoring, to read in its entirety as follows:
(i) Leverage Ratio. Maintain at the end of each
four fiscal quarter period specified below a Leverage Ratio
of not more than the ratio set forth below:
Four Fiscal
Quarters Ending in Ratio
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September 1996 6.50:1.0
December 1996 6.50:1.0
March 1997 6.50:1.0
June 1997 6.00:1.0
September 1997 5.25:1.0
December 1997 5.25:1.0
March 1998 3.25:1.0
June 1998 3.25:1.0
September 1998 3.25:1.0
December 1998 3.00:1.0
March 1999 3.00:1.0
June 1999 3.00:1.0
September 1999 3.00:1.0
December 1999 2.50:1.0
March 2000 2.50:1.0
June 2000 2.50:1.0
September 2000 2.50:1.0
December 2000 2.50:1.0
March 2001 2.50:1.0
(b) Interest Coverage Ratio. Section 5.01(j of
the Credit Agreement is hereby amended by (i) deleting the
numbers set forth below in italic type with strikeover lines
and (ii) adding the numbers set forth below in bold-face
type with underscoring, to read in its entirety as follows:
(j) Interest Coverage Ratio. Maintain at the end
of each four fiscal quarter period specified below an
Interest Coverage Ratio of not less than the ratio set forth
below:
Four Fiscal
Quarters Ending in Ratio
------------------ -----
September 1996 2.50:1.0
December 1996 2.50:1.0
March 1997 2.25:1.0
June 1997 2.25:1.0
September 1997 2.50:1.0
December 1997 2.50:1.0
March 1998 4.40:1.0
June 1998 4.60:1.0
September 1998 4.60:1.0
December 1998 5.00:1.0
March 1999 5.00:1.0
June 1999 5.40:1.0
September 1999 5.40:1.0
December 1999 5.90:1.0
March 2000 5.90:1.0
June 2000 6.00:1.0
September 2000 6.00:1.0
December 2000 6.50:1.0
March 2001 7.00:1.0
ARTICLE II
WAIVERS
SECTION 2.01. Roche Debt. The undersigned
Required Lenders hereby agree as follows:
(a) the Roche Debt shall be excluded from the
calculation of the Borrower's Consolidated Debt for the
Borrower's four fiscal quarter periods ending March 31,
1997, June 30, 1997, September 30, 1997 and December 31,
1997 for the purpose of determining the Borrower's
compliance with the covenant set forth in Section 5.01(i) of
the Credit Agreement [Leverage Ratio].
(b) the Roche Debt shall be excluded from the
calculation of the Interest Coverage Ratio for the
Borrower's four fiscal quarter periods ending March 31,
1997, June 30, 1997, September 30, 1997 and December 31,
1997 for the purpose of determining compliance with the
covenant set forth in Section 5.01(j) of the Credit
Agreement [Interest Coverage Ratio].
ARTICLE III
CONDITIONS PRECEDENT; OBLIGATION SUBSEQUENT
SECTION 3.01. Conditions Precedent. The
effectiveness of the amendment of the Existing Credit
Agreement as provided for hereby is subject to the following
conditions precedent:
(a) The Administrative Agent shall have received
(in a quantity sufficient for all Lenders) evidence that the
maturity of the Roche Debt has been extended to March 31,
1998.
(b) There shall have occurred no Material Adverse
Change since December 31, 1996 relating to the Borrower.
(c) The Borrower shall have paid all accrued fees
and expenses of the Administrative Agent and the Lenders
(including the reasonable fees and expenses of special
counsel to the Administrative Agent), including, but not
limited to the amendment fee payable to the Administrative
Agent for distribution to the Lenders in proportion to their
Revolving Credit Commitments (without giving effect to any
Competitive Bid Reduction) plus their respective Committed
Advances, equal to 0.375% times (A) the total Revolving
Credit Commitments in effect on the Amendment Effective
Date, plus (B) the total Term Advances outstanding on the
Amendment Effective Date.
(d) The Administrative Agent shall have received
the following, each dated as of the date hereof (unless
otherwise specified), in form and substance satisfactory to
the Administrative Agent (unless otherwise specified) and in
sufficient copies for each Lender and the Administrative
Agent:
(i) certified copies of the resolutions of
the board of directors of the Borrower approving this
Amendment;
(ii) a certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the names and
true signatures of the officers of such Person authorized to
sign this Amendment; and
(iii) a certificate of the Borrower
signed on behalf of the Borrower by its President or a Vice
President and its Secretary or any Assistant Secretary,
dated as of the date hereof, certifying as to the truth in
all material respects of the representations and warranties
made by the Borrower herein.
(e) The Administration Agent shall have received
(in a quantity sufficient for all Lenders) (i) a copy of the
final settlement with the Office of the Inspector General of
the U.S. Department of Health, and (ii) evidence that all
amounts payable pursuant to such settlement have been
irrevocably paid in full.
(f) The representations and warranties contained
in Section 4.01 of the Credit Agreement shall be true and
correct in all material respects on and as of the date
hereof.
(g) The Amended and Restated Credit Agreement
dated as of the date hereof among the Borrower, the Banks
and the Administrative Agent in the form attached hereto as
Exhibit A (the "Amended and Restated Credit Agreement")
shall have been executed and delivered by each of the
parties thereto.
SECTION 3.02 Obligation Subsequent. If the
conditions precedent to effectiveness of the Amended and
Restated Credit Agreement have not been satisfied on or
before June 30, 1997, the Borrower shall pay an additional
fee to the Administrative Agent for distribution to the
Lenders in proportion to their Revolving Credit Commitments
(without giving effect to any Competitive Bid Reduction)
plus their respective Committed Advances, equal to 0.625%
times (A) the total Revolving Credit Commitments in effect
on the Amendment Effective Date, plus (B) the total
Committed Advances outstanding on the Amendment Effective
Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of
the Borrower. The Borrower represents and warrants as
follows:
(a) The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware.
(b) The execution, delivery and performance by
the Borrower of this Amendment are within its corporate
powers, have been duly authorized by all necessary corporate
action, and do not contravene the Borrower's charter or by-
laws.
(c) No authorization or approval or other action
by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due
execution, delivery and performance by the Borrower of this
Amendment.
(d) This Amendment has been duly executed and
delivered by the Borrower. This Amendment is the legal,
valid and binding obligation of the Borrower, enforceable
against the Borrower, in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of
creditors' rights generally and by general principles of
equity.
(e) The representations and warranties contained
in Section 4.01 of the Credit Agreement are correct in all
material respects on and as of the date hereof, as though
made on and as of the date hereof.
(f) No event has occurred and is continuing which
constitutes a Default.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Governing Law. This Amendment
shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to the
conflicts of law principles thereof.
SECTION 5.02. Execution in Counterparts. This
Amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute
one and the same instrument. Delivery of an executed
counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.
SECTION 5.03. Effect on the Credit Agreement.
Upon execution and delivery of this Amendment, each
reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import
shall mean and be a reference to the Credit Agreement, as
amended hereby and each reference to the Credit Agreement in
any Loan Document (as defined in the Credit Agreement) shall
mean and be a reference to the Credit Agreement, as amended
hereby. Except as expressly modified hereby, all of the
terms and conditions of the Credit Agreement shall remain
unaltered and in full force and effect. This Amendment is
subject to the provisions of Section 8.01 of the Credit
Agreement.
Each of the undersigned has caused this Amendment
to be executed by its respective officer or officers
thereunto duly authorized, as of the date first written
above.
BORROWER: LABORATORY CORPORATION OF AMERICA
HOLDINGS
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
Chief Financial Officer and
Treasurer
ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON,
AGENT: as Administrative Agent
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Director
By: /s/ XXXXXXX XXXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Director
By /s/XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Associate
BANK OF AMERICA ILLINOIS
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Corporate Banking Division
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Manager Lending Division
By: /s/ XXXXXX ASMA
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Name: Xxxxxx Asma
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS (NEW YORK BRANCH)
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH
By: /s/ WOLF X. XXXXX
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Name: Wolf X. Xxxxx
Title: Vice President
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE FUJI BANK, LTD. (NEW YORK BRANCH)
By: /s/ XXXXXXXX XXXXXX
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Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
NATIONSBANK, N.A.
By: /s/ XXXXXXX X. XXXXX, III
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Name: Xxxxxxx X. Xxxxx, III
Title: Vice President
SOCIETE GENERALE
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
SUMITOMO BANK
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
SWISS BANK CORPORATION
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Associate Director
Corporate Clients
Switzerland
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. XxXxxxxx
Title: Associate Director
Banking Finance
Support, N.A.
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ XXXX X. SHAWL
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Name: Xxxx X. Shawl
Title: Vice President
WESTDEUTSCHE LANDESBANK
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
By: /s/ C. RUSHLAND
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Name: C. Rushland
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By: /s/ X. XXXXXX
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Name: X. Xxxxxx
Title: Sen. Vice President
By: /s/ X. XXXXXXX
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Name: X. Xxxxxxx
Title: Vice President
BANK BRUSSELS XXXXXXX,
New York Branch
By: /s/ XXXXX XXXXXXXXX XXXXX
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Name: Xxxxx Xxxxxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ XXXXXXXX X.X. VANGAEVER
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Name: Xxxxxxxx X.X. Vangaever
Title: Senior Vice President Credit
