SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated June 29, 2023Separation and Distribution Agreement • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • Delaware
TAX MATTERS AGREEMENT BY AND BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated as of June 29, 2023Tax Matters Agreement • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • Delaware
This Tax Matters Agreement (this “Agreement”), is entered into as of June 29, 2023 by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation (“Fortrea,” and together with Labcorp, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated as of June 29, 2023Employee Matters Agreement • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories
EMPLOYEE MATTERS AGREEMENT, dated as of the 29th day of June, 2023 (this “Employee Matters Agreement”), between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation and wholly owned Subsidiary of Labcorp (“Fortrea”).
TRANSITION SERVICES AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA INC. Dated June 29, 2023Transition Services Agreement • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • Delaware
INDENTURE Dated as of June 27, 2023 Among FORTREA HOLDINGS INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 7.500% SENIOR SECURED NOTES DUE 2030Indenture • June 30th, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • New York
INDENTURE, dated as of June 27, 2023, among Fortrea Holdings Inc., a Delaware corporation (the “Company”), upon consummation of the Spin-off (as defined herein) and execution and delivery of the Effective Date Supplemental Indenture (as defined herein) and each supplemental indenture substantially in the form of Exhibit C hereto, as applicable, certain subsidiaries of the Company, as Subsidiary Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent.
May 21, 2023 Mark Morais Re: Retention Bonus Agreement Dear Mark,Fortrea Holdings Inc. • March 13th, 2024 • Services-medical laboratories • North Carolina
Once again congratulations on your appointment to the position of Chief Operating Officer and President, Clinical Services with Fortrea! During this period leading up to the spinoff of Fortrea, you have been an invaluable leader getting us to this point. Of course, our work has only just begun and we need you to help build a world class organization. To that end, I am pleased to offer you Retention Bonus based on the following terms follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 4th day of January 2023, by and among Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”) and Thomas H. Pike, an individual (the “Executive”).
CREDIT AGREEMENT Dated as of June 30, 2023 by and among FORTREA HOLDINGS INC., as the Parent Borrower, FORTREA UK HOLDINGS LIMITED as the Initial English Borrower, CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as Designated Revolving Borrowers, GOLDMAN...Credit Agreement • June 30th, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • New York
This CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 30, 2023 (the “Closing Date”), by and among Fortrea Holdings Inc., a Delaware corporation (the “Parent Borrower”), Fortrea UK Holdings Limited, a wholly owned Subsidiary of the Parent Borrower incorporated under the laws of England and Wales (the “Initial English Borrower”), certain Subsidiaries of the Parent Borrower party hereto pursuant to Section 1.15 (each, a “Designated Revolving Borrower” and, together with the Parent Borrower and the Initial English Borrower, the “Borrowers” and each a “Borrower”), Goldman Sachs Bank USA (in its individual capacity, “GS”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually, each, a “Lender”) and the other Secured Parties, and the other Lenders and L/C Issuers from time to time party hereto.
MASTER SERVICES AGREEMENT Clinical Development and Laboratory ServicesMaster Services Agreement • May 15th, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • North Carolina
This MASTER SERVICES AGREEMENT (together with any Work Order(s) (as defined below), this “Agreement”) is made effective as of the 1st day of May 2023 (the “Effective Date”) by and between Labcorp Central Laboratory Services LP with a place of business at 8211 Scicor Drive, Indianapolis, IN 46214 and Labcorp Central Laboratory Services SÀRL with a place of business at Rue Moises-Marcinhes 7, 1217 Meyrin, Geneva, Switzerland, which, together with their Affiliates, are referred to in this Agreement as “Labcorp”; and Fortrea Inc. (formerly known as Labcorp Drug Development Inc.), which has a place of business at 8 Moore Drive, Durham, NC 27709 and is referred to in this agreement as “CRO”. Each of Labcorp and CRO are referred to individually as a “Party” and collectively they are referred to as the “Parties”.
EFFECTIVE DATE SUPPLEMENTAL INDENTUREEffective Date Supplemental Indenture • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • New York
First Supplemental Indenture (this “Effective Date Supplemental Indenture”), dated as of June 30, 2023, among the entities listed on the signature pages hereto (together, the “Initial Subsidiary Guarantors”), each a subsidiary of Fortrea Holdings Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
