Fifth Amendment to Amended and Restated Credit Agreement among Laboratory Corporation of America Holdings, Banks, and Credit Suisse First Boston

Summary

This amendment updates the existing credit agreement between Laboratory Corporation of America Holdings, several banks, and Credit Suisse First Boston as administrative agent. The changes include revised terms for mandatory prepayment, acquisition limits, and permitted debt, specifically allowing the issuance of up to $500 million in unsecured zero coupon convertible bonds before September 30, 2001. The amendment confirms all parties’ obligations and representations, and all other terms of the original agreement remain in effect.

EX-10.1 3 sept0401_ex1001.txt EXHIBIT 10.1 Execution Copy ================================================================================ FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 14, 2001 Among LABORATORY CORPORATION OF AMERICA HOLDINGS, as Borrower, THE BANKS NAMED HEREIN, as Banks, and CREDIT SUISSE FIRST BOSTON, as Administrative Agent ================================================================================ TABLE OF CONTENTS ---------------------- Page ---- ARTICLE I AMENDMENTS SECTION 1.01 Amendment to Mandatory Prepayment Provision......................1 SECTION 1.02 Amendment to Acquisition Covenant................................2 SECTION 1.03 Amendment to Debt Covenant.......................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01 Representations and Warranties of the Borrower...................2 ARTICLE III MISCELLANEOUS SECTION 3.01 Governing Law....................................................3 SECTION 3.02 Execution in Counterparts........................................3 SECTION 3.03 Effect on the Credit Agreement...................................3 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 14, 2001 (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 as of September 30, 1997, February 25, 1998, May 7, 1999 and June 7, 2000 (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 Mandatory Prepayment Provision. Section 2.05(b)(ii) of the Credit Agreement is hereby amended by renumbering such subsection as Section 2.05(b)(ii)(A) and inserting the following immediately thereafter: "(B) Zero Coupon Bond Issuance. The Borrower shall, on the date of receipt of the Net Cash Proceeds from the sale and issuance by the Borrower or any of its Subsidiaries of any Debt permitted pursuant to Section 5.02(j)(xiv), apply such Net Cash Proceeds to the Term Advances, in prepayment of the installments thereof until such Term Advances are paid in full, as follows: (1) first, 50% of such prepayment to be applied to such installments in the order of maturity and (2) second, 50% of such prepayment to be applied to such installments pro rata." SECTION 1.02 Amendment to Acquisition Covenant. Section 5.02(h) of the Credit Agreement is hereby amended by deleting the following text in subsection 5.02(h)(iii)(A): "75,000,000 (or, if Borrower Preferred Stock has converted to at least $200,000,000 of Borrower Common Stock (calculated at the conversion price of $27.50 per share of Borrower Common Stock rather than at the current market value of the Borrower Common Stock), $200,000,000); provided that the aggregate amount used in any year under this Section 5.02(h)(iii)(A) plus the amount borrowed under this Agreement to fund redemptions of Borrower Preferred Stock permitted under Section 5.02(e)(vi) and not repaid shall not exceed $275,000,000." and inserting "$400,000,000" in lieu thereof. SECTION 1.03 Amendment to Debt Covenant. (a) Section 5.02(j) of the Credit Agreement is hereby amended by adding the following new Section 5.02(j)(xiv): "(xiv) unsecured zero coupon convertible bonds issued in exchange for proceeds of not more than $500,000,000 and subordinated in right of payment to the payment in full of the obligations of the Borrower under this Agreement; provided that such bonds are issued on or before September 30, 2001." (b) Such Section 5.02(j) is also amended to make conforming changes in the punctuation by deleting "and" after the semicolon in subsection (xii), and deleting the period at the end of subsection (xiii) and inserting "; and " in lieu thereof. 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 corproation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2 (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 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 fo 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 3 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 VP, CFO, and Treasurer ADMINISTRATIVE CREDIT SUISSE FIRST BOSTON, AGENT: as Administrative Agent By: /s/ Karl M. Studer --------------------------------------- Name: Karl M. Studer Title: Director By: /s/ Julia P. Kingsbury --------------------------------------- Name: Julia P. Kingsbury Title: Vice President 4 CREDIT SUISSE FIRST BOSTON By: /s/ Karl M. Studer --------------------------------------- Name: Karl M. Studer Title: Director By: /s/ Roland Isler --------------------------------------- Name: Roland Isler Title: Associate [FIFTH AMENDMENT SIGNATURE PAGE] S-5 BANK OF AMERICA , N.A. By: /s/ Philip S. Durand --------------------------------------- Name: Philip S. Durand Title: Principal [FIFTH AMENDMENT SIGNATURE PAGE] S-6 BANQUE NATIONALE DE PARIS By: /s/ Arnaud Collin du Bocage -------------------------------------- Name: Arnaud Collin du Bocage Title: By: --------------------------------------- Name: Title: [FIFTH AMENDMENT SIGNATURE PAGE] S-7 BAYERISCHE LANDESBANK GIROZENTRALE By: /s/ Alexander Kohnert --------------------------------------- Name: Alexander Kohnert Title: First Vice President By: /s/ Wolfgang Kottmann --------------------------------------- Name: Wolfgang Kottmann Title: Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-8 THE CHASE MANHATTAN BANK By: /s/ James W. Peterson --------------------------------------- Name: James W. Peterson Title: Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-9 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Monique Benhamou --------------------------------------- Name: Monique Benhamou Title: Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-10 DEUTSCHE BANK AG NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH By: /s/ Jean M. Hannigan --------------------------------------- Name: Jean M. Hannigan Title: Director By: /s/ Annette Walter --------------------------------------- Name: Annette Walter Title: Associate [FIFTH AMENDMENT SIGNATURE PAGE] S-11 FIRST UNION NATIONAL BANK By: /s/ Douglas T. Davis --------------------------------------- Name: Douglas T. Davis Title: Senior Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-12 THE FUJI BANK, LTD. (NEW YORK BRANCH) By: /s/ Raymond Ventura --------------------------------------- Name: Raymond Ventura Title: Vice President & Manager [FIFTH AMENDMENT SIGNATURE PAGE] S-13 UBS AG, Stamford Branch By: /s/ Wilfred V. Saint ---------------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services US By: /s/ Robert P. Wagner --------------------------------------- Name: Robert P. Wagner Title: Director [FIFTH AMENDMENT SIGNATURE PAGE] S-14 SOCIETE GENERALE By: /s/ Eric Bellaiche --------------------------------------- Name: Eric Bellaiche Title: MD [FIFTH AMENDMENT SIGNATURE PAGE] S-15 THE SUMITOMO BANK, LIMITED (NEW YORK BRANCH) By: /s/ Peter R. Knight --------------------------------------- Name: Peter R. Knight Title: Sr. Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-16 WACHOVIA BANK, N.A., formerly known as Wachovia Bank of Georgia, N.A. By: /s/ Kathleen H. Reedy --------------------------------------- Name: Kathleen H. Reedy Title: Senior Vice President [FIFTH AMENDMENT SIGNATURE PAGE] S-17 WESTDEUTSCHE LANDESBANK By: /s/ Richard J. Pearse --------------------------------------- Name: Richard J. Pearse Title: Executive Director By: /s/ Lars Kickstein --------------------------------------- Name: Lars Kickstein Title: Manager [FIFTH AMENDMENT SIGNATURE PAGE] S-18 COMMERZBANK AKTIENGESELLSCHAFT, Atlanta Agency By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: [FIFTH AMENDMENT SIGNATURE PAGE] S-19 BBL INTERNATIONAL (U.K.) LIMITED By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: [FIFTH AMENDMENT SIGNATURE PAGE] S-20 THE CHUO MITSUI TRUST AND BANKING CO., LIMITED By: /s/ Yoshiki Kiyono --------------------------------------- Name: Yoshiki Kiyono Title: General Manager [FIFTH AMENDMENT SIGNATURE PAGE] S-21