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FIFTH WAIVER TO CREDIT AGREEMENT
Dated as of January 27, 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 (NEW YORK BRANCH),
as Administrative Agent
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FIFTH WAIVER TO CREDIT AGREEMENT
FIFTH WAIVER TO CREDIT AGREEMENT, dated as of January 27, 1997
(this "Waiver") 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 (NEW YORK BRANCH), as
administrative agent (the "Administrative Agent") for the Lenders
hereunder .
PRELIMINARY STATEMENTS
The parties hereto 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. The Borrower has requested that the Banks waive certain
provisions of the Credit Agreement as 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
WAIVERS
SECTION 1. 01. Extension of Third Waiver The undersigned
Required Lenders hereby agree that the Third Waiver to Credit
Agreement dated as of November 4, 1996 by the Required Lenders in
favor of the Borrower (the "Third Waiver"), as extended by the Fifth
Amendment and Fourth Waiver to Credit Agreement dated as of December
23, 1996, shall remain in effect through March 31, 1997
notwithstanding the settlement with the Office of Inspector General of
the U.S. Department of Health and Human Services referred to in
Section 1.02 of the Third Waiver.
SECTION 1.02. Financial Models. The undersigned Required
Lenders hereby waive compliance by the Borrower with the covenant set
forth in Section 5.01(1) (v) of the credit Agreement; provided that
such covenant is complied with no later than March 31, 1997.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. 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 Waiver 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 Waiver.
(d) This Waiver has been duly executed and delivered by the
Borrower. This Waiver 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 III
MISCELLANEOUS
SECTION 3.01. Governing Law. This Waiver 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 3.02. Execution in counterparts. This Waiver 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 Waiver by
facsimile shall be effective as delivery of a manually executed
counterpart of this Waiver.
SECTION 3.03. Effect on the Credit Agreement. 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 Waiver shall become effective as of the date first
above written when counterparts hereof shall have been executed by
the Required Lenders. This Waiver is subject to the provisions of
Section 8.01 of the Credit Agreement.
Each of the undersigned has caused this Waiver 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
ADMINISTRATIVE
AGENT: CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Director
and
By:/s/ XXXXXXX XXXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
LENDERS: CREDIT SUISSE FIRST BOSTON
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Director
and
By:/s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Director
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
BAYERISCHE LANDESBANK GROZENTRALE
By:/s/ XXXXXXXX XXXXXXXXXXXXX
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Name: Xxxxxxxx Xxxxxxxxxxxxx
Title: Executive Vice President
and General Manager
and
By:/s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Manager Lending Division
THE CHASE MANHATTAN BANK
By:/s/XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By:/s/FARBOUD TAVANGAR
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Name: Farboud Tavangar
Title: Authorized Signature
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
and
By:/s/ JAN XXXXX XXXXXXXX
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Name: Jan Xxxxx Xxxxxxxx
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 XXXXXXXXX
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Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President and Manager
NATIONSBANK, N.A.
By:
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Name :
Title :
SOCIETE GENERALE
By:/s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
SUMITOMO BANK
By:/s/ XXXXXXXXX XXXXXXXX
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Name: Xxxxxxxxx Xxxxxxxx
Title: Joint General Manager
SWISS BANK CORPORATION
By:/s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Associate Director
Corporate Clients Switzerland
and
By:/s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Executive Director
Corporate Clients Switzerland
WACHOVIA BANK OF GEORGIA, N.A.
By:/s/ J. XXXXXX XXXXXXXX XX.
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Name: J. Xxxxxx Xxxxxxxx Xx.
Title: Vice President
WESTDEUTSCHE LANDESBANK
By:/s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
and
By:/s/ XXXXXXXXX XXXXXXX
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Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By:/s/ X. XXXXXX
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Name: X. Xxxxxx
Title: Senior Vice President
and
By:/s/ X. XXXXXXX
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Name: X. Xxxxxxx
Title: Vice President
