THIRD WAIVER TO CREDIT AGREEMENT
THIRD WAIVER TO CREDIT AGREEMENT, dated as of
November 4, 1996 (this "Waiver"), by the Required Lenders,
in favor of the Borrower (each such term as defined in the
Credit Agreement referred to below).
Reference is made to the Credit Agreement dated as
of April 28, 1995 (as heretofore amended, the "Credit
Agreement") among Laboratory Corporation of America Holdings
(formerly known as National Health Laboratories Holdings
Inc.) (the "Borrower"), the Banks identified therein and
Credit Suisse (New York Branch), as Administrative Agent
thereunder. Unless otherwise defined herein, the terms
defined in the Credit Agreement are used herein as therein
defined.
ARTICLE I
WAIVERS
SECTION 1.01. Special Charge. The undersigned
Required Lenders hereby waive compliance by the Borrower
with the covenants set forth in Sections 5.01(i), 5.01(j)
and 5.01(k) of the Credit Agreement, solely in respect of
the Borrower's four fiscal quarters ending September 30,
1996 and December 31, 1996 (in the case of Sections 5.01(i)
and 5.01(j)) or as of September 30, 1996 and December 31,
1996 (in the case of Section 5.01(k)); provided that in each
case:
(a) such covenants are complied with no
later than March 31, 1997;
(b) such covenants would be complied with in
respect of the Borrower's four fiscal quarters ending
September 30, 1996 and December 31, 1996 (or as of
September 30, 1996 and December 31, 1996 with respect
to the covenant set forth in Section 5.01(k)) had the
Borrower not taken a special charge against operating
income of no more than $185 million (or a net after-tax
charge of no more than $150 million) in the Borrower's
fiscal quarter ending September 30, 1996 (the "Special
Charge") for the estimated cost to settle claims made
by the Office of Inspector General of the U.S.
Department of Health and Human Services and other third
party payor claimants regarding billing disputes to
which the Borrower or any of its Subsidiaries is a
party; and
(c) the schedules furnished by the Borrower
with the financial statements for the fiscal quarters
ending September 30, 1996 and December 31, 1996
pursuant to Section 5.01(l)(iii)(B) of the Credit
Agreement include computations with respect to the
covenants contained in Sections 5.01(i), 5.01(j) and
5.01(k) of the Credit Agreement both including and
excluding the Special Charge described above.
Notwithstanding any contrary provision in the
Credit Agreement, it is expressly agreed that solely for
purposes of Section 3.02(ii) of the Credit Agreement during
the period commencing January 1, 1997 through March 31,
1997, the Special Charge shall not be included in the
calculation, on a pro forma basis, of the Leverage Ratio,
the Interest Coverage Ratio or Stockholders' Equity.
SECTION 1.02 Termination of Waiver.
Notwithstanding any contrary provision herein, unless
earlier terminated the effectiveness of this Waiver shall
terminate thirty (30) days after the date the settlement
with the Office of Inspector General of the U.S. Department
of Health and Human Services becomes binding on the Borrower
unless the Required Lenders shall consent in writing to
extend the effectiveness of this Waiver.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Governing Law. This Waiver 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 2.02. Execution in Counterparts. This
Waiver 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 Waiver by facsimile
shall be effective as delivery of a manually executed
counterpart of this Waiver.
SECTION 2.03. Effect on the Credit Agreement.
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 Waiver shall become
effective as of the date first above written when
counterparts hereof shall have been executed by the Required
Lenders. This Waiver is subject to the provisions of
Section 8.01 of the Credit Agreement.
Each of the undersigned has caused this Waiver 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/ XXXXXX X. XXXXXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President, Chief Financial
Officer and Treasurer
ADMINISTRATIVE
AGENT: CREDIT SUISSE (NEW YORK BRANCH),
as Administrative Agent
By: /s/ XXX XXXXXXXX
------------------------------
Name: Xxx Xxxxxxxx
Title: Associate
and
By: /s/ XXXX XXXXXXX
-----------------------------
Name: Xxxx Xxxxxxx
Title: Associate
LENDERS: CREDIT SUISSE (NEW YORK BRANCH)
By: /s/ XXXX XXXXXX
----------------------------
Name: Xxxx Xxxxxx
Title: Member of Senior Management
By: /s/ XXXXXXX XXXX
---------------------------
Name: Xxxxxxx Xxxx
Title: Associate
BANK OF AMERICA ILLINOIS
By: /s/ XXXXX X. XXXXXX
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ XXXXXXX X. XXXX
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Corporate Banking Division
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ XXXXXXXX XXXXXXXXXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxxxxxxxxx
Title: Executive Vice President
and General Manager
By: /s/ XXXXX XXXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Manager Lending Division
THE CHASE MANHATTAN BANK
By: /s/ XXXXX X. XXXX
---------------------
Name: Xxxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ FARBOUD TAVANGAR
-------------------------------
Name: Farboud Tavangar
Title: Authorized Signature
DEUTSCHE BANK AG NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH
By: /s/ WOLF X. XXXXX
------------------------------
Name: Wolf X. Xxxxx
Title: Vice President
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
FIRST UNION NATIONAL BANK
By: /s/ XXX X. XXXX
-----------------------------
Name: Xxx X. Xxxx
Title: Senior Vice President
THE FUJI BANK, LTD. (NEW YORK BRANCH)
By: /s/ XXXXXXXX XXXXXXXXX
----------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President & Manager
NATIONSBANK, N.A.
By: /s/ XXXXXXX XXXXXXXXX
---------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Officer
SOCIETE GENERALE
By: /s/ XXXXXXX XXXXX-XXXXXXXXXX
-------------------------------
Name: Xxxxxxx Xxxxx-Xxxxxxxxxx
Title: Vice President
SUMITOMO BANK
By: /s/ XXXXXX X. TATA
-------------------------------
Name: Xxxxxx X. Tata
Title: Senior Vice President
SWISS BANK CORPORATION
By: /s/ XXXXX XXXXX
---------------------------
Name: Xxxxx Xxxxx
Title: Associate Director
Corporate Clients
Switzerland
By: /s/ XXXXX X. XXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Director
Corporate Clients
Switzerland
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ XXXXXX X. XXXXX
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
By: /s/ XXXXXX X. XXXX
-----------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
By: /s/ XXXXXXXXX XXXXXXX
-------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
Atlanta Agency
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANK BRUSSELS XXXXXXX,
New York Branch
By: /s/
---------------------------
Name:
Title:
