THIRD AMENDMENT AND SECOND WAIVER TO
CREDIT AGREEMENT
Dated as of July 10, 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
THIRD AMENDMENT AND SECOND WAIVER TO CREDIT
AGREEMENT dated as of July 10, 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. Section 1.01 of the Credit Agreement is hereby amended as
follows:
(a) Definition of Adjusted EBITDA. By deleting the definition of "Adjusted EBITDA" set forth therein in its
entirety and inserting the following definition in lieu thereof:
" 'Adjusted EBITDA' means, with respect to any specified period, EBITDA plus, to the extent deducted in
determining Net Income, Restructuring Costs for such period in an amount that, together with Restructuring Costs
for all prior periods, does not exceed the maxi