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EXHIBIT 99.12
July 30, 1998
Mr. Xxxxxx Xxxxxx
Signal Capital Corp.
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to Stockholders Agreement dated as of June 28, 1991
by and among Universal Standard Equity, Ltd., Westsphere
Capital Associates, L.P., Westsphere Capital, Inc., Westsphere
Funding II, L.P., Fleet National Bank, Signal Capital Corp.
("Signal"), Xxxxxx Xxxxxx, MML, Inc., Xxxxxx Xxxxxxxxxx,
Xxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxx XxXxxxx, Xxxxxx Xxxxxxxxxx
Xxxxx, Inc., Xxxxxxx X. Xxxxxx, Xxxxxx & Xxxx and Elan
Holdings Corp. (the "Original Stockholders Agreement")
Dear Xx. Xxxxxx:
Pursuant to the Stock Purchase Agreement between Universal Standard
Healthcare, Inc. ("Universal") and Laboratory Corporation of America Holdings
("LCA"), dated July 16, 1998, (the "Stock Purchase Agreement'), Universal hereby
requests Signal's consent to amend the Original Stockholders Agreement to allow
LCA to piggyback on a registration statement initiated by Signal, in accordance
with Section 10(b) of the Stock Purchase Agreement, and to amend Section 3.6 of
the Original Stockholders Agreement to provide for the basis on which Signal and
LCA participate in a piggyback registration. Article III of the Original
Stockholders Agreement and Section 10 of the Stock Purchase Agreement are
attached for your information.
Signal, by executing this letter where indicated below, consents to LCA
having the right to piggyback on a registration statement initiated by Signal
pursuant to Section 3.1 of the Original Stockholders Agreement in accordance
with Section 10(b) of the Stock Purchase Agreement.
Signal, by executing this letter where indicated below, hereby agrees
to the amendment and restatement of Section 3.6 of the Original Stockholders
Agreement as follows:
3.6 Underwriting Requirements. In connection with any offering pursuant
to Section 3.2 involving an underwriting of Securities, the Company
shall not be required under Section 3.2 to include any of the Holders'
or Special Warrantholders' Registrable Securities in such underwriting
unless the Holders and Special Warrantholders accept the terms of the
underwriting as agreed upon between the Company and the underwriters
selected by it. If the managing underwriter advises the Company in
writing that in its opinion the total number or dollar amount of
securities requested to be included in such registration exceeds the
number or dollar amount of securities which can be offered and
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sold on reasonable terms and price under prevailing market conditions,
the Company will include in such registration first the securities
which the Company proposes to sell, if the registration was initiated
by the Company, or the securities which the Initiating Shareholders
propose to sell, if the registration was initiated by or for
shareholders of the Company with contractual registration rights (the
"Initiating Shareholders"), and then the remaining number and dollar
amount of securities of the Company which, in the opinion of the
underwriter, can be sold shall be allocated among (i) the Selling
Holders, (ii) the Special Warrantholders, (iii) other persons or
entities with contractual registration rights seeking to include their
securities of the Company in the registration statement (the "Other
Holders") (collectively, the Selling Holders, the Special
Warrantholders, and the Other Holders shall be referred to as the
"Registration Participants") and, (iv) in the case where the
registration was initiated by or for Initiating Shareholders, the
Company, in proportion to the number of shares of Common Stock or other
securities each such person has elected to include in the registration
statement.
Notwithstanding the foregoing, if the Company proposes to sell
any of its securities under the 1933 Act pursuant to the terms of
warrants, rights or convertible securities which are being registered
in connection with the registration of such warrants, rights or
convertible securities or in connection with dividend reinvestment
plans, the Company shall have no obligation to register Registrable
Securities for sale as part of the offering of such warrants, rights or
convertible securities unless the Registrable Securities cannot be
registered and sold in an offering conducted subsequent to such
offering, and provided that if the managing underwriter or their
representative, or the selling dealers or their representatives, if
any, determine, reasonably and in good faith that the number of
securities in any registration exceeds the number of shares which can
be offered and sold on reasonable terms and price under prevailing
market conditions, the Company will include in its registration the
warrants, rights or convertible securities which the Company proposes
to sell and then, in a subsequent offering, the number and dollar
amount of Common Stock or other securities of the Company which the
Registration Participants seek to include in the registration statement
and which can be sold under prevailing market conditions, reduced, if
necessary, on a proportionate basis among the Registration Participants
as described above.
Please execute this letter below to indicate your acceptance of this
amendment.
Sincerely,
UNIVERSAL STANDARD HEALTHCARE, INC.
/s/ Xxxx X. Xxx
Xxxx X. Xxx, Chief Financial Officer
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The undersigned hereby consents to the amendment to the Original Stockholders
Agreement set forth above.
SIGNAL CAPITAL CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Sr. Investment Manager
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The amendment set forth above is hereby acknowledged by Laboratory Corporation
of America Holdings.
LABORATORY CORPORATION OF
AMERICA HOLDINGS
By: /s/ Xxxxxxxx X. Xxxxx
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Its: Executive Vice President
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