EXHIBIT 10.3


AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AND

SECURITY AGREEMENT


                    THIS
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered
into as of December 11, 2009, by and among:


	
  

 	
  

 
	
  

 	
                     (1)
 QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation
 (together with its successors and permitted assigns, the “Borrower”),

 
	
  

 	
  

 
	
  

 	
                     (2)
 QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation
 (together with its successors, “Quest Diagnostics”), as initial servicer (in such
 capacity, together with any successor servicer or sub-servicer, the “Servicer”),

 
	
  

 	
  

 
	
  

 	
                     (3)
 ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited
 liability company, as assignee of Variable Funding Capital Company LLC
 (together with its successors, “Atlantic” and together with VFCC, the “Conduits”), and CALYON NEW YORK BRANCH, in its capacity
 as a Liquidity Bank to Atlantic and assignee of Wachovia Bank, National Association
 (together with its successors, “Calyon” and together with Atlantic, the “Atlantic Group”),

 
	
  

 	
  

 
	
  

 	
                     (4)
 GOTHAM FUNDING CORPORATION, a Delaware corporation
 (together with its successors, “Gotham” and together with Atlantic, the “Conduits”), and
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a
 Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group”),

 
	
  

 	
  

 
	
  

 	
                     (5)
 CALYON NEW YORK BRANCH, in its capacity as agent for the
 Atlantic Group (together with its successors in such capacity, the “Atlantic Agent” or
 a “Co-Agent”), and
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as
 agent for the Gotham Group (together with its successors in such capacity,
 the “Gotham Agent” or
 a “Co-Agent”), and

 
	
  

 	
  

 
	
  

 	
                     (6)
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as
 administrative agent for the Atlantic Group, the Gotham Group and the
 Co-Agents (in such capacity, together with any successors thereto in such
 capacity, the “Administrative
 Agent” and together with each of the Co-Agents, the “Agents”),

 



with respect to that certain Fourth Amended and
Restated Credit and Security Agreement dated as of June 11, 2008, by and among
the parties hereto (as heretofore amended, the “Existing Agreement” which, as amended
hereby, is hereinafter referred to as the “Agreement”).


                    Unless
otherwise indicated, capitalized terms used in this Amendment are used with the
meanings attributed thereto in the Existing Agreement.





W I T N E S S E T H :


                    WHEREAS,
the parties hereto desire to amend the Existing Agreement on the terms and
subject to the conditions hereinafter set forth.


                    NOW,
THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto hereby agree as follows:


                    1.
Amendments to Existing Agreement.


	
  

 	
  

 
	
  

 	
           1.1.
 The definitions in Annex A to the Existing Agreement of the terms set forth
 below are hereby amended and restated in their entirety to read as follows:

 
	
  

 	
  

 
	
  

 	
           “Recovery
 Rate” means at any time 60%.

 
	
  

 	
  

 
	
  

 	
           “Scheduled
 Termination Date” means as to each Liquidity Bank, the earlier to occur of
 December 10, 2010 and the date
 on which its Liquidity Commitment(s) terminate(s) in accordance with the
 Liquidity Agreement to which it is a party.

 



                    1.2.
BTMU’s Commitment is $275,000,000, and Calyon’s Commitment is hereby increased
to $250,000,000.


                    1.3.
Schedule 6.1(o) to the Existing Agreement are hereby amended to add the
accounts set forth on Annex 1 hereto.


                    2.
Representations.


                    2.1.
Each of the Loan Parties represents and warrants to the Lenders and the Agents
that it has duly authorized, executed and delivered this Amendment and that the
Agreement constitutes, a legal, valid and binding obligation of such Loan
Party, enforceable in accordance with its terms (except as enforceability may
be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating
to enforceability).


                    2.2.
Each of the Loan Parties further represents and warrants to the Lenders and the
Agents that each of its representations and warranties set forth in Section 6.1
of the Agreement is true and correct as of the date hereof and that no Event of
Default or Unmatured Default exists as of the date hereof and is continuing.


                    3.
Conditions Precedent. This Amendment shall become
effective as of the date first above written upon satisfaction of the following
conditions precedent:


	
  

 	
  

 
	
  

 	
           (a)
 receipt by the Administrative Agent of counterparts of this Amendment, duly
 executed by each of the parties hereto,

 
	
  

 	
  

 
	
  

 	
           (b)
 receipt by the Administrative Agent of an amendment to the Springing Blocked
 Account Agreement dated as of June 11, 2008 by and among the 

 


2









	
  

 	
  

 
	
  

 	
 Borrower, PNC Bank, National Association, Quest
 Diagnostics, Quest Diagnostics Clinical Laboratories, Inc. and the
 Administrative Agent, duly executed by the parties thereto, adding the new
 accounts listed on Schedule 6.1(o) to such agreement,

 
	
  

 	
  

 
	
  

 	
           (c)
 receipt by the Administrative Agent of resolutions of the Borrower
 authorizing its execution and delivery of this Amendment and the increase in
 the Aggregate Commitment to $525,000,000,

 
	
  

 	
  

 
	
  

 	
           (d)
 receipt by each of the Atlantic Agent and the Gotham Agent of an amended and
 restated version of its Group’s Fee Letter, duly executed by the parties
 thereto, together with payment the upfront fee specified in such Fee Letter, 

 
	
  

 	
  

 
	
  

 	
           (e)
 receipt by the Atlantic Agent of an amendment to the Atlantic Liquidity
 Agreement, increasing the aggregate commitments thereunder to $255,000,000,
 duly executed by the parties to the Atlantic Liquidity Agreement.

 



                    4.
Miscellaneous.


                    4.1.
Except as expressly amended hereby, the Existing Agreement shall remain
unaltered and in full force and effect, and each of the parties hereby ratifies
and confirms the Agreement and each of the other Transaction Documents to which
it is a party.


                    4.2.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW.


                    4.3.
EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:


                    4.3.1.
IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY
UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT
AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK
COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF AN ACTION OR PROCEEDING
IN SUCH COURTS.


                    4.3.2.
TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH
THE AGREEMENT.


3





                    4.4.
This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Amendment.


<Signature pages follow>


4






                    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS RECEIVABLES INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert F. O’Keef

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert F. O’Keef 

 
	
  

 	
  

 	
 Title: Vice President & Treasurer 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert F. O’Keef

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert F. O’Keef 

 
	
  

 	
  

 	
 Title: Vice President & Treasurer 

 


[Signature Page to Amendment No. 2 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
 BRANCH, INDIVIDUALLY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
   Signatory

 
	
  

 	
  

 	
 Title: Authorized
     Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
 BRANCH, AS GOTHAM AGENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
     Signatory

 
	
  

 	
  

 	
 Title: Authorized
     Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
 BRANCH, AS ADMINISTRATIVE AGENT

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
     Signatory

 
	
  

 	
  

 	
 Title: Authorized
     Signatory

 


[Signature Page to Amendment No. 2 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 
	
  

 	
 GOTHAM FUNDING CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
     Signatory

 
	
  

 	
  

 	
 Title: Authorized
     Signatory

 


[Signature Page to Amendment No. 2 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 
	
  

 	
 CALYON NEW YORK BRANCH, INDIVIDUALLY

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 CALYON NEW YORK BRANCH, AS ATLANTIC AGENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 ATLANTIC ASSET SECURITIZATION
 LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 CALYON NEW
 YORK BRANCH

 
	
  

 	
  

 	
 AS ATTORNEY-IN-FACT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Authorized
      Signatory

 
	
  

 	
  

 	
 Title: Authorized
      Signatory

 




[Signature Page to Amendment No. 2 to Fourth Amended and Restated
Credit and Security Agreement]