Laboratory Corp of America Holdings – ‘10-K405’ for 12/31/95 – EX-10

As of:  Friday, 3/29/96   ·   For:  12/31/95   ·   Accession #:  920148-96-5   ·   File #:  1-11353

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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                90    398K 
 2: EX-10       Material Contract                                      2±     9K 
 3: EX-10       Material Contract                                      8±    26K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 
 5: EX-24       Power of Attorney                                      6     22K 
 6: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 

EX-10   —   Material Contract
Exhibit Table of Contents

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/  BRADFORD T. SMITH           
----------------------------  
Name:   Bradford T. Smith     
      Title:  Executive Vice President and
     General Counsel

ADMINISTRATIVE        CREDIT SUISSE (NEW YORK BRANCH),                          
AGENT:                as Administrative Agent                               

By:/s/  KARL M. STUDER              
     -----------------------------------
Name:   Karl M. Studer        
     Title:  Member of Senior Management

and                                 

By:/s/  HEATHER RIEKENBERG          
     -----------------------------------
Name:  Heather Riekenberg     
    Title: Member of Senior Management

CREDIT SUISSE (NEW YORK       
BRANCH)                   

By:/s/  KARL M. STUDER        
     -----------------------------
Name:  Karl M. Studer   
          Title: Member of Senior Management

By:/s/  DANIELA E. HESS       
     -----------------------------
Name:  Daniela E. Hess  
Title: Associate        

BANK OF AMERICA ILLINOIS      

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

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  

BAYERISCHE LANDESBANK         
GIROZENTRALE              

By:/s/  WILFRIED FRENDENBERGER
           -----------------------------------
      Name:   Wilfried Frendenberger
        Title:  Executive Vice President
           and General Manager

By:/s/  BERT VON STUELPNAGEL  
           -----------------------------------
    Name:   Bert von Stuelpnagel
        Title:  Executive Vice President
   and Manager

THE CHASE MANHATTAN BANK      

By:/s/  ROGER LIEBLICH        
        --------------------------------
Name:  Roger Lieblich   
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/  ERIKA M. STEVER       
      ------------------------------
Name:  Erika M. Stever  
Title: Associate        

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

THE FUJI BANK, LTD.           
(NEW YORK BRANCH)         

By:/s/  TEIJI TERAMOTO        
     -----------------------------
Name:  Teiji Teramoto   
       Title: Vice President & Manager

NATIONSBANK, N.A.             

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

THE SUMITOMO BANK, LIMITED,   
NEW YORK BRANCH           

By:/s/  YOSHINORI KAWAMURA    
        --------------------------------
 Name:  Yoshinori Kawamura
    Title: Joint General Manager

SWISS BANK CORPORATION        

By:/s/  HANNO HUBER           
  --------------------------
Name:  Hanno Huber      
 Title: Associate Director
       Corporate Clients
 Switzerland

By:/s/  GUIDO W. SCHULER      
  --------------------------
Name:  Guido W. Schuler 
 Title: Executive Director
       Corporate Clients
 Switzerland

WACHOVIA BANK OF GEORGIA, N.A.

 By:/s/  J. CALVIN RATCLIFF, JR.
         ---------------------------------
      Name:  J. Calvin Ratcliff, Jr.
Title: Vice President   

WESTDEUTSCHE LANDESBANK       

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

By:/s/ CATHERINE RUTHLAND     
      ------------------------------
 Name:  Catherine Ruthland
Title: Vice President   

 COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY            

By:/s/  ANDREAS K. BREMER     
       -------------------------------
Name:  Andreas K. Bremer
              Title: Senior Vice President & Manager

By:/s/  HARRY P. YERGEY       
       -------------------------------
Name:  Harry P. Yergey  
Title: Vice President   

SOCIETE GENERALE              

By:/s/  KIRK VOGEL            
     -----------------------------
Name:   Kirk Vogel      
Title:  Vice President  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
		6/30/96		10-Q
Filed on:		3/29/96
		2/15/96
For Period End:		12/31/95
		4/28/95		8-K
		12/31/94		10-K405
				List all Filings