EX-10 2 ex10-1_creditamendment.htm

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1 dated as of September 21, 2006 (this "Amendment"), to the CREDIT AGREEMENT dated
as of January 13, 2005 (the "Credit Agreement"), among LABORATORY CORPORATION OF AMERICA HOLDINGS, a
Delaware corporation (the "Borrower"), the Lenders (as defined in Article I of the Credit Agreement), and
CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity,
the "Administrative Agent") for the Lenders.

A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended, and have agreed to extend, credit to
the Borrower.

B. The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as
provided herein. The Required Lenders are willing so to amend the Credit Agreement on the terms and subject to the conditions set
forth herein.

C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendment to the Credit Agreement. The definition of the term "Subordinated Notes" set forth in Section 1.01 of
the Credit Agreement is hereby amended by inserting the following clause at the end thereof:

", and any other Indebtedness subordinated to the Loans that refinances all or any portion of such notes or for
which all or any portion of such notes are exchanged."

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower
represents and warrants to each of the Lenders, the Administrative Agent and the Issuing Bank that:

(a) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of
the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

(b) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written on the
date that the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures
of the Borrower and the Required Lenders.

SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the
Issuing Bank under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement in similar or different circumstances. This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement
shall mean the Credit Agreement as modified hereby.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually
signed counterpart of this Amendment.

SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine and Moore LLP, counsel for
the Administrative Agent.

SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.

LABORATORY CORPORATION OF AMERICA HOLDINGS,
By

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Name:
Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known
as Credit Suisse First Boston), individually and as
Administrative Agent and Issuing Bank,
By

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Name:
Title:

SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DAY AND YEAR FIRST ABOVE
WRITTEN, TO THE LABORATORY CORPORATION OF AMERICA HOLDINGS CREDIT AGREEMENT
DATED AS OF JANUARY 13, 2005

NAME OF LENDER: ________________________________

by ________________________________
Name:
Title: