Laboratory Corp of America Holdings – ‘10-K405’ for 12/31/96 – EX-10.27

As of:  Friday, 4/11/97   ·   For:  12/31/96   ·   Accession #:  920148-97-12   ·   File #:  1-11353

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                80±   378K 
 3: EX-10.26    Material Contract                                     19     23K 
 4: EX-10.27    Material Contract                                     19     41K 
 5: EX-10.28    Material Contract                                     92±   350K 
 6: EX-10.32    Material Contract                                      1      7K 
 2: EX-10.5     Material Contract                                     19±    89K 
 7: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 8: EX-23.1     Consent of Experts or Counsel                          1      8K 
 9: EX-24.1     Power of Attorney                                      6     23K 
10: EX-27       Financial Data Schedule (Pre-XBRL)                     2      9K 

EX-10.27   —   Material Contract
Exhibit Table of Contents

EX-10.27
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--------------------------------------------------

 SIXTH AMENDMENT AND WAIVER TO

CREDIT AGREEMENT

Dated as of March 31, 1997

 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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SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT                    

SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT,             
dated as of March 31, 1997 (this "Amendment") 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                         
FIRST BOSTON (formerly known as CREDIT SUISSE (NEW YORK                         
BRANCH)), as administrative agent (the "Administrative                          
Agent") for the Lenders hereunder.                                              

PRELIMINARY STATEMENTS                    

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.  Section           
1.01 of the Credit Agreement is hereby amended as follows:                      

(a)  by (i) deleting the words set forth below in           
italic type with strikeover lines and (ii) adding the words                     
set forth below in bold-face type with underscoring, to read                    
in its entirety as follows:                                                     

"'Roche Debt' means the unsecured Debt of the               
Borrower issued in favor of Roche in an aggregate principal                     
amount not to exceed $187 million, such Debt to (i) rank                        
pari passu in right of payment with the Obligations of the                      
Borrower under the Loan Documents, (ii) bear interest at a                      
rate per annum equal to 6.625% and (iii) be due and payable                     
on March 31, 1998."                                                             

SECTION 1.02.  Amendment of Amortization Schedule.          
Section 2.03(a) of the Credit Agreement is hereby amended by                    
(i) deleting the numbers set forth below in italic type with                    
strikeover lines and (ii) adding the numbers set forth below                    
in bold-face type with underscoring, to read in its entirety                    
as follows:                                                                     

(a) Term Advances.  The Borrower shall repay to             
the Administrative Agent for the ratable account of the                         
Lenders having Term Advances the outstanding principal                          
amount of the Term Advances on the following dates in the                       
amounts indicated; provided that the last such installment                      
shall be in an amount sufficient to repay all amounts owed                      
by the Borrower under the Term Advances:                                        

Date                Amount              
----                ------              

October 31, 1995           $16,666,000                      

January 31, 1996            16,667,000                      

April 30, 1996              16,667,000                      

July 31, 1996               18,750,000                      

October 31, 1996            18,750,000                      

January 31, 1997            18,750,000                      

February 19, 1998          131,250,000                      

April 30, 1998              37,500,000                      

July 31, 1998               37,500,000                      

October 31, 1998            37,500,000                      

January 31, 1999            37,500,000                      

April 30, 1999              37,500,000                      

July 31, 1999               43,750,000                      

October 31, 1999            43,750,000                      

January 31, 2000            43,750,000                      

April 30, 2000              43,750,000                      

July 31, 2000               50,000,000                      

October 31, 2000            50,000,000                      

January 31, 2001            50,000,000                      

April 30, 2001              50,000,000                      
      ----------
Total                     $800,000,000                      
    ============

SECTION 1.03.  Amendment of Affirmative Covenants.          
Section 5.01 of the Credit Agreement is hereby amended as                       
follows:                                                                        

(a)  Leverage Ratio.  Section 5.01(i) of the                
Credit Agreement is hereby amended by (i) deleting the                          
numbers set forth below in italic type with strikeover lines                    
and (ii) adding the numbers set forth below in bold-face                        
type with underscoring, to read in its entirety as follows:                     

(i)  Leverage Ratio.  Maintain at the end of each           
four fiscal quarter period specified below a Leverage Ratio                     
of not more than the ratio set forth below:                                     

Four Fiscal                                     
Quarters Ending in              Ratio                   
------------------              -----                   

September 1996                  6.50:1.0                    

December 1996                   6.50:1.0                    

March 1997                      6.50:1.0                    

June 1997                       6.00:1.0                    

September 1997                  5.25:1.0                    

December 1997                   5.25:1.0                    

March 1998                      3.25:1.0                    

June 1998                       3.25:1.0                    

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                    

(b)  Interest Coverage Ratio.  Section 5.01(j of            
the Credit Agreement is hereby amended by (i) deleting the                      
numbers set forth below in italic type with strikeover lines                    
and (ii) adding the numbers set forth below in bold-face                        
type with underscoring, to read in its entirety as follows:                     

(j)  Interest Coverage Ratio.  Maintain at the end          
of each four fiscal quarter period specified below an                           
Interest Coverage Ratio of not less than the ratio set forth                    
below:                                                                          

Four Fiscal                                     
Quarters Ending in              Ratio                   
------------------              -----                   

September 1996                  2.50:1.0                    

December 1996                   2.50:1.0                    

March 1997                      2.25:1.0                    

June 1997                       2.25:1.0                    

September 1997                  2.50:1.0                    

December 1997                   2.50:1.0                    

March 1998                      4.40:1.0                    

June 1998                       4.60:1.0                    

September 1998                  4.60:1.0                    

December 1998                   5.00:1.0                    

March 1999                      5.00:1.0                    

June 1999                       5.40:1.0                    

September 1999                  5.40:1.0                    

December 1999                   5.90:1.0                    

March 2000                      5.90:1.0                    

June 2000                       6.00:1.0                    

September 2000                  6.00:1.0                    

December 2000                   6.50:1.0                    

March 2001                      7.00:1.0                    

ARTICLE II                    

WAIVERS                   

SECTION 2.01.  Roche Debt.  The undersigned                 
Required Lenders hereby agree as follows:                                       

(a) the Roche Debt shall be excluded from the               
calculation of the Borrower's Consolidated Debt for the                         
Borrower's four fiscal quarter periods ending March 31,                         
1997, June 30, 1997, September 30, 1997 and December 31,                        
1997 for the purpose of determining the Borrower's                              
compliance with the covenant set forth in Section 5.01(i) of                    
the Credit Agreement [Leverage Ratio].                                          

(b) the Roche Debt shall be excluded from the               
calculation of the Interest Coverage Ratio for the                              
Borrower's four fiscal quarter periods ending March 31,                         
1997, June 30, 1997, September 30, 1997 and December 31,                        
1997 for the purpose of determining compliance with the                         
covenant set forth in Section 5.01(j) of the Credit                             
Agreement [Interest Coverage Ratio].                                            

ARTICLE III                   

CONDITIONS PRECEDENT; OBLIGATION SUBSEQUENT                   

SECTION 3.01.  Conditions Precedent.  The                   
effectiveness of the amendment of the Existing Credit                           
Agreement as provided for hereby is subject to the following                    
conditions precedent:                                                           

(a)  The Administrative Agent shall have received           
(in a quantity sufficient for all Lenders) evidence that the                    
maturity of the Roche Debt has been extended to March 31,                       
1998.                                                                           

(b)  There shall have occurred no Material Adverse          
Change since December 31, 1996 relating to the Borrower.                        

(c)  The Borrower shall have paid all accrued fees          
and expenses of the Administrative Agent and the Lenders                        
(including the reasonable fees and expenses of special                          
counsel to the Administrative Agent), including, but not                        
limited to the amendment fee payable to the Administrative                      
Agent for distribution to the Lenders in proportion to their                    
Revolving Credit Commitments (without giving effect to any                      
Competitive Bid Reduction) plus their respective Committed                      
Advances, equal to 0.375% times (A) the total Revolving                         
Credit Commitments in effect on the Amendment Effective                         
Date, plus (B) the total Term Advances outstanding on the                       
Amendment Effective Date.                                                       

(d)  The Administrative Agent shall have received           
the following, each dated as of the date hereof (unless                         
otherwise specified), in form and substance satisfactory to                     
the Administrative Agent (unless otherwise specified) and in                    
sufficient copies for each Lender and the Administrative                        
Agent:                                                                          

(i)  certified copies of the resolutions of       
the board of directors of the Borrower approving this                           
Amendment;                                                                      

(ii) a certificate of the Secretary or an         
Assistant Secretary of the Borrower certifying the names and                    
true signatures of the officers of such Person authorized to                    
sign this Amendment; and                                                        

(iii)     a certificate of the Borrower           
signed on behalf of the Borrower by its President or a Vice                     
President and its Secretary or any Assistant Secretary,                         
dated as of the date hereof, certifying as to the truth in                      
all material respects of the representations and warranties                     
made by the Borrower herein.                                                    

(e)  The Administration Agent shall have received           
(in a quantity sufficient for all Lenders) (i) a copy of the                    
final settlement with the Office of the Inspector General of                    
the U.S. Department of Health, and (ii) evidence that all                       
amounts payable pursuant to such settlement have been                           
irrevocably paid in full.                                                       

(f)  The representations and warranties contained           
in Section 4.01 of the Credit Agreement shall be true and                       
correct in all material respects on and as of the date                          
hereof.                                                                         

(g)  The Amended and Restated Credit Agreement              
dated as of the date hereof among the Borrower, the Banks                       
and the Administrative Agent in the form attached hereto as                     
Exhibit A (the "Amended and Restated Credit Agreement")                         
shall have been executed and delivered by each of the                           
parties thereto.                                                                

SECTION 3.02  Obligation Subsequent.  If the                
conditions precedent to effectiveness of the Amended and                        
Restated Credit Agreement have not been satisfied on or                         
before June 30, 1997, the Borrower shall pay an additional                      
fee to the Administrative Agent for distribution to the                         
Lenders in proportion to their Revolving Credit Commitments                     
(without giving effect to any Competitive Bid Reduction)                        
plus their respective Committed Advances, equal to 0.625%                       
times (A) the total Revolving Credit Commitments in effect                      
on the Amendment Effective Date, plus (B) the total                             
Committed Advances outstanding on the Amendment Effective                       
Date.                                                                           

ARTICLE IV                    

REPRESENTATIONS AND WARRANTIES                    

SECTION 4.01.  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 V                   

MISCELLANEOUS                   

SECTION 5.01.  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 5.02.  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 of a manually                          
executed counterpart of this Amendment.                                         

SECTION 5.03.  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                            

By:  /s/ WESLEY R. ELINGBURG            
------------------------------- 
Name:  Wesley R. Elingburg      
Title: Executive Vice President 
         Chief Financial Officer and
Treasurer         

ADMINISTRATIVE      CREDIT SUISSE FIRST BOSTON,                                 
AGENT:             as Administrative Agent                              

By:  /s/ KARL STUDER                    
------------------------------- 
Name:  Karl Studer              
Title: Director                 

By:  /s/ HEATHER RIEKENBERG             
------------------------------- 
Name:  Heather Riekenberg       
Title: Vice President           

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CREDIT SUISSE FIRST BOSTON              

By   /s/ KARL STUDER                    
------------------------------- 
Name:  Karl Studer              
Title: Director                 

By   /s/MARTIN P. LASANCE               
------------------------------- 
Name:  Martin P. Lasance        
Title: Associate                

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BANK OF AMERICA ILLINOIS                

By:  /s/ WENDY L. LORING                
------------------------------- 
Name:  Wendy L. Loring          
Title: Vice President           

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BANQUE NATIONALE DE PARIS               

By:  /s/ RICHARD L. STED                
------------------------------- 
Name:  Richard L. Sted          
Title: Senior Vice President    

By:  /s/ BONNIE G. EISENSTAT            
------------------------------- 
Name:  Bonnie G. Eisenstat      
Title: Vice President           
        Corporate Banking Division

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BAYERISCHE LANDESBANK GIROZENTRALE      

By:  /s/ PETER OBERMANN                 
------------------------------- 
Name:  Peter Obermann           
Title: Senior Vice President    
      Manager Lending Division

By:  /s/ MARTHA ASMA                    
------------------------------- 
Name:  Martha Asma              
Title: Vice President           

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THE CHASE MANHATTAN BANK                

By:  /s/ SCOTT S. WARD                  
------------------------------- 
Name:  Scott S. Ward            
Title: Vice President           

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CREDIT LYONNAIS (NEW YORK BRANCH)       

By:  /s/ JOHN OBERLE                    
------------------------------- 
Name:  John Oberle              
Title: Vice President           

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DEUTSCHE BANK AG NEW YORK BRANCH        
and/or CAYMAN ISLANDS BRANCH        

By:  /s/ WOLF A. KLUGE                  
------------------------------- 
Name:  Wolf A. Kluge            
Title: Vice President           

By:  /s/ SHERINE FANOUS                 
------------------------------- 
Name:  Sherine Fanous           
Title: Assistant Vice President 

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FIRST UNION NATIONAL BANK               

By:  /s/ JOSEPH H. TOWELL               
------------------------------- 
Name:  Joseph H. Towell         
Title: Senior Vice President    

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THE FUJI BANK, LTD. (NEW YORK BRANCH)   

By:  /s/ TOSHIAKI YAKURA                
------------------------------- 
Name:  Toshiaki Yakura          
Title: Senior Vice President    

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NATIONSBANK, N.A.                       

By:  /s/ MICHAEL A. CRABB, III          
------------------------------- 
Name:  Michael A. Crabb, III    
Title: Vice President           

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SOCIETE GENERALE                        

By:  /s/ GEORG L. PETERS                
------------------------------- 
Name:  Georg L. Peters          
Title: Vice President           

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SUMITOMO BANK                           

By:  /s/ JOHN C. KISSINGER              
------------------------------- 
Name:  John C. Kissinger        
Title: Joint General Manager    

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SWISS BANK CORPORATION                  

By: /s/ PAOLO SEIFERLE                  
------------------------------- 
Name:  Paolo Seiferle           
Title: Associate Director       
Corporate Clients 
Switzerland       

By: /s/ DOROTHY L. MCKINLEY             
------------------------------- 
Name:  Dorothy L. McKinley      
Title: Associate Director       
Banking Finance   
Support, N.A.     

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WACHOVIA BANK OF GEORGIA, N.A.          

By: /s/ LISA M. SHAWL                   
------------------------------- 
Name:  Lisa M. Shawl            
Title: Vice President           

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WESTDEUTSCHE LANDESBANK                 

By: /s/ DONALD F. WOLF                  
------------------------------- 
Name:  Donald F. Wolf           
Title: Vice President           

By: /s/ C. RUSHLAND                     
------------------------------- 
Name:  C. Rushland              
Title: Vice President           

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COMMERZBANK AKTIENGESELLSCHAFT,         
Atlanta Agency                      

By: /s/ A. BREMER                       
------------------------------- 
Name:  A. Bremer                
Title: Sen. Vice President      

By: /s/ D. SUTTLES                      
------------------------------- 
Name:  D. Suttles               
Title: Vice President           

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BANK BRUSSELS LAMBERT,                  
New York Branch                     

By: /s/ MARIA LAUDICINA BOYER           
------------------------------- 
Name:  Maria Laudicina Boyer    
Title: Assistant Vice President 

By: /s/ DOMINICK H.J. VANGAEVER         
------------------------------- 
Name:  Dominick H.J. Vangaever  
   Title: Senior Vice President Credit

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		3/31/98		2					10-Q
		12/31/97		2					10-K405,  10-K405/A
		9/30/97		2					10-Q
		6/30/97		2					10-Q
Filed on:		4/11/97							8-K,  S-3/A
		3/31/97		1		2			10-Q,  NT 10-K
For Period End:		12/31/96		2					10-K405/A,  NT 10-K
		10/31/95		2
		4/28/95		2					8-K
									List all Filings