EXHIBIT 10.1
Execution Copy
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FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 14, 2001
Among
LABORATORY CORPORATION OF AMERICA HOLDINGS,
as Borrower,
THE BANKS NAMED HEREIN,
as Banks, and
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
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TABLE OF CONTENTS
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Page
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ARTICLE I
AMENDMENTS
SECTION 1.01 Amendment to Mandatory Prepayment Provision......................1
SECTION 1.02 Amendment to Acquisition Covenant................................2
SECTION 1.03 Amendment to Debt Covenant.......................................2
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Representations and Warranties of the Borrower...................2
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Governing Law....................................................3
SECTION 3.02 Execution in Counterparts........................................3
SECTION 3.03 Effect on the Credit Agreement...................................3
FIFTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
March 14, 2001 (this "Amendment") among LABORATORY CORPORATION OF AMERICA
HOLDINGS, 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, as administrative agent
(the "Administrative Agent") for the Lenders hereunder.
PRELIMINARY STATEMENTS
The parties hereto (i) have entered into an Amended and Restated Credit
Agreement dated as of March 31, 1997, as amended as of September 30, 1997,
February 25, 1998, May 7, 1999 and June 7, 2000 (the "Credit Agreement")
providing for, among other things, the Lenders to lend to the Borrower up to
$1,143,750,000 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 to Mandatory Prepayment Provision. Section
2.05(b)(ii) of the Credit Agreement is hereby amended by renumbering such
subsection as Section 2.05(b)(ii)(A) and inserting the following immediately
thereafter:
"(B) Zero Coupon Bond Issuance. The Borrower shall, on the date of
receipt of the Net Cash Proceeds from the sale and issuance by the
Borrower or any of its Subsidiaries of any Debt permitted pursuant to
Section 5.02(j)(xiv), apply such Net Cash Proceeds to the Term Advances,
in prepayment of the installments thereof until such Term Advances are
paid in full, as follows: (1) first, 50% of such prepayment to be applied
to
such installments in the order of maturity and (2) second, 50% of such
prepayment to be applied to such installments pro rata."
SECTION 1.02 Amendment to Acquisition Covenant. Section 5.02(h) of the
Credit Agreement is hereby amended by deleting the following text in subsection
5.02(h)(iii)(A):
"75,000,000 (or, if Borrower Preferred Stock has converted to at least
$200,000,000 of Borrower Common Stock (calculated at the conversion price
of $27.50 per share of Borrower Common Stock rather than at the current
market value of the Borrower Common Stock), $200,000,000); provided that
the aggregate amount used in any year under this Section 5.02(h)(iii)(A)
plus the amount borrowed under this Agreement to fund redemptions of
Borrower Preferred Stock permitted under Section 5.02(e)(vi) and not
repaid shall not exceed $275,000,000."
and inserting "$400,000,000" in lieu thereof.
SECTION 1.03 Amendment to Debt Covenant. (a) Section 5.02(j) of the Credit
Agreement is hereby amended by adding the following new Section 5.02(j)(xiv):
"(xiv) unsecured zero coupon convertible bonds issued in exchange for
proceeds of not more than $500,000,000 and subordinated in right of
payment to the payment in full of the obligations of the Borrower under
this Agreement; provided that such bonds are issued on or before September
30, 2001."
(b) Such Section 5.02(j) is also amended to make conforming changes in the
punctuation by deleting "and" after the semicolon in subsection (xii), and
deleting the period at the end of subsection (xiii) and inserting "; and " in
lieu thereof.
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 corproation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
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(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 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 fo 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
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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 VP, CFO, and Treasurer
ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON,
AGENT: as Administrative Agent
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Associate
[FIFTH AMENDMENT SIGNATURE PAGE]
S-5
BANK OF AMERICA , N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Principal
[FIFTH AMENDMENT SIGNATURE PAGE]
S-6
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxx Xxxxxx du Xxxxxx
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Name: Xxxxxx Xxxxxx du Bocage
Title:
By:
---------------------------------------
Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-7
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
Title: First Vice President
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-8
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-9
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-10
DEUTSCHE BANK AG NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Associate
[FIFTH AMENDMENT SIGNATURE PAGE]
S-11
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-12
THE FUJI BANK, LTD. (NEW YORK BRANCH)
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President & Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-13
UBS AG, Stamford Branch
By: /s/ Xxxxxxx X. Saint
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Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products Services US
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Director
[FIFTH AMENDMENT SIGNATURE PAGE]
S-14
SOCIETE GENERALE
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: MD
[FIFTH AMENDMENT SIGNATURE PAGE]
S-15
THE SUMITOMO BANK, LIMITED
(NEW YORK BRANCH)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Sr. Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-16
WACHOVIA BANK, N.A., formerly known
as Wachovia Bank of Georgia, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
[FIFTH AMENDMENT SIGNATURE PAGE]
S-17
WESTDEUTSCHE LANDESBANK
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-18
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By:
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Name:
Title:
By:
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Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-19
BBL INTERNATIONAL (U.K.) LIMITED
By:
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Name:
Title:
By:
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Name:
Title:
[FIFTH AMENDMENT SIGNATURE PAGE]
S-20
THE CHUO MITSUI TRUST AND BANKING
CO., LIMITED
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: General Manager
[FIFTH AMENDMENT SIGNATURE PAGE]
S-21
