EXHIBIT 10.54 SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of February 15, 1996 Among LABORATORY CORPORATION OF AMERICA HOLDINGS (formerly known as NATIONAL HEALTH LABORATORIES HOLDINGS INC.), as Borrower, THE BANKS NAMED HEREIN, as Banks, and CREDIT...
EXHIBIT 10.54
SECOND AMENDMENT TO CREDIT AGREEMENT
Dated as of February 15, 1996
Among
LABORATORY CORPORATION OF AMERICA HOLDINGS
(formerly known as NATIONAL HEALTH LABORATORIES HOLDINGS INC.),
as Borrower,
THE BANKS NAMED HEREIN,
as Banks, and
CREDIT SUISSE (NEW YORK BRANCH),
as Administrative Agent
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of
February 15, 1996 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) ("CS"), as
administrative agent (the "Administrative Agent") for the
Lenders hereunder.
PRELIMINARY STATEMENT
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. Article
I, Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Restructuring Costs" set forth
therein in its entirety and inserting the following
definition in lieu thereof:
" 'Restructuring Costs' means a maximum of up
to (a) to the extent actually incurred,
$80,000,000 in the aggregate charged in respect of
the five fiscal quarters ended June 30, 1996, for
restructuring costs and deferred financing costs
(of which not more than $14,000,000 may constitute
deferred financing costs) of the Borrower of the
kind described in footnote 5 to the Pro Forma
Condensed Combined Consolidated Balance Sheet for
the year ended December 31, 1994 set forth in the
NHL Proxy Statement, plus (b) up to $15,000,000 in
the aggregate charged during the fiscal quarter
ended December 31, 1995 for unrecoverable accounts
receivable, and plus (c) to the extent actually
incurred or reserved for on the financial
statements required to be delivered pursuant to
Section 5.01(l)(i) and (ii), $10,000,000 in the
aggregate charged in respect of the five fiscal
quarters ended June 30, 1996 for Settlement
Costs.".
SECTION 1.02. Amendment of Affirmative Covenants.
Article V, Section 5.01(i) of the Credit Agreement is hereby
amended by deleting the same in its entirety and inserting
the following in lieu thereof:
"(i) Leverage Ratio. Maintain at the end of each
period specified below a Leverage Ratio of not more
than (i) for each of the periods commencing on the
Closing Date and ending on the date set forth below,
the ratio set forth below:
Period Commencing
on the Closing
Date and Ending on Ratio
-------------------------- -----------
June 30, 1995 4.75:1.0
September 30, 1995 4.50:1.0
December 31, 1995 4.50:1.0
March 31, 1996 4.50:1.0;
and (ii) for each four fiscal quarter period ending
thereafter, commencing with the four fiscal quarter
period ending in June 1996, the ratio set forth below:
Four Fiscal
Quarters Ending in Ratio
------------------------------- -------------
June 1996 4.50:1.0
September 1996 4.50:1.0
December 1996 4.25:1.0
March 1997 4.00:1.0
June 1997 4.00:1.0
September 1997 3.75:1.0
December 1997 3.25:1.0
March 1998 3.25:1.0
June 1998 3.25:1.0
Four Fiscal
Quarters Ending in Ratio
-------------------------------- -------------
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".
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 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 III
MISCELLANEOUS
SECTION 3.01. 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 3.02. Execution in Counterparts. This
Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 3.03. 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.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above
written.
BORROWER: LABORATORY CORPORATION OF AMERICA
HOLDINGS
By:/s/ XXXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President and
General Counsel
ADMINISTRATIVE CREDIT SUISSE (NEW YORK BRANCH),
AGENT: as Administrative Agent
By:/s/ XXXX X. XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Member of Senior Management
and
By:/s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Member of Senior Management
CREDIT SUISSE (NEW YORK
BRANCH)
By:/s/ XXXX X. XXXXXX
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Member of Senior Management
By:/s/ XXXXXXX X. XXXX
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Associate
BANK OF AMERICA ILLINOIS
By:/s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By:/s/ XXXXXXX X. XXXX
------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By:/s/ XXXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
By:/s/ WILFRIED FRENDENBERGER
-----------------------------------
Name: Wilfried Frendenberger
Title: Executive Vice President
and General Manager
By:/s/ XXXX XXX XXXXXXXXXXX
-----------------------------------
Name: Xxxx xxx Xxxxxxxxxxx
Title: Executive Vice President
and Manager
THE CHASE MANHATTAN BANK
By:/s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
CREDIT LYONNAIS
CAYMAN ISLANDS BRANCH
By:/s/ FARBOUD TAVANGAR
-------------------------------
Name: Farboud Tavangar
Title: Authorized Signature
DEUTSCHE BANK AG
NEW YORK BRANCH and/or
CAYMAN ISLANDS BRANCH
By:/s/ XXXXX X. XXXXXX
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
By:/s/ WOLF X. XXXXX
------------------------------
Name: Wolf X. Xxxxx
Title: Assistant Vice President
THE FUJI BANK, LTD.
(NEW YORK BRANCH)
By:/s/ XXXXX XXXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
NATIONSBANK, N.A.
By:/s/ XXXXXXX X. XXXXX, III
--------------------------------
Name: Xxxxxxx X. Xxxxx, III
Title: Vice President
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:/s/ XXXXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Joint General Manager
SWISS BANK CORPORATION
By:/s/ XXXXX XXXXX
--------------------------
Name: Xxxxx Xxxxx
Title: Associate Director
Corporate Clients
Switzerland
By:/s/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Director
Corporate Clients
Switzerland
WACHOVIA BANK OF GEORGIA, N.A.
By:/s/ J. XXXXXX XXXXXXXX, XX.
---------------------------------
Name: J. Xxxxxx Xxxxxxxx, Xx.
Title: Vice President
WESTDEUTSCHE LANDESBANK
By:/s/ XXXXXX X. XXXX
------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
By:/s/ XXXXXXXXX XXXXXXXX
------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By:/s/ XXXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President & Manager
By:/s/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SOCIETE GENERALE
By:/s/ XXXX XXXXX
-----------------------------
Name: Xxxx Xxxxx
Title: Vice President
