Exhibit 10.29
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SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 25, 1998
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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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 25, 1998 (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 September 30, 1997 (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 Reporting Requirement. Section 5.01 (1)
(v) of the Credit Agreement is hereby amended by deleting therefrom the words
"50 days after the end of" and inserting the following in lieu thereof: "the
last day of February immediately succeeding".
SECTION 1.02. Amendment to Financial Covenants. In determining (a)
the Borrower's compliance with (i) Sections 5.01 (i) and 5.01 (j) of the Credit
Agreement for the measuring periods of December 31, 1997 through September 30,
1998 and (ii) Section 5.01 (k) of the Credit Agreement for the measuring periods
of December 31, 1997 and thereafter and (b) the Capital Ratio with respect to
Section 5.02 (e) (ii) of the Credit Agreement, the following one-time charges
(net after provision for taxes with respect to Section 5.01 (k) of the Credit
Agreement and with respect to determining the Capital Ratio) taken by the
Borrower during the quarter ended December 1997 shall not be included in
determining the Borrower's compliance with such Sections or in determining the
Capital Ratio:
(A) a charge to the Borrower's accounts receivable in an amount equal
to $160,000,000;
(B) a write-off of the Borrower's inventory in an amount equal to
$14,400,000; and
(C) a charge relating to the Xxxxxxx Field restructuring in an amount
equal to $22,700,000.
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 by
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 by 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. 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
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By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP, CFO, Treasurer
ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON,
-------------- as Adminustrative Agent
AGENT:
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By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
By: /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Director
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Associate
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION (As sucessor
by merger to Bank of America Illinois)
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Managing Director
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
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ XXXXXX ASMA
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Name: Xxxxxx Asma
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
CREDIT LYONNAIS (NEW YORK BRANCH)
By: /s/ FARBOUD TAVANGAR
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Name: Farboud Tavangar
Title: First 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/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
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:
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Name:
Title:
UNION BANK OF SWITZERLAND
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Assistant Vice President
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Director
SOCIETE GENERALE
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By: /s/ XXXXXX X. TATA
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Name: Xxxxxx X. Tata
Title: Senior Vice President
SWISS BANK CORPORATION,
Stamford Branch
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Associate Director Banking
Products Support, N.A.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. XxXxxxxx
Title: Associate Director Banking
Products 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/ XXXXXXXXX XXXXXXX
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Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Vice President
BANK BRUSSELS XXXXXXX,
New York Branch
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ XXXXXXXX X.X. VANGAEVER
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Name: Xxxxxxxx X.X. Vangaever
Title: Senior Vice President Credit
THE MITSUI TRUST AND BANKING CO.,
LIMITED
By: /s/ ELICHI AKANSA
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Name: Elichi Akansa
Title: Vice President
