EXHIBIT 10.2
 
	 




	 	 	 	 	 	 	 	Confidential portions of this document have been omitted pursuant to a request for confidential treatment and filed separately with Securities and Exchange Commission




	
  

 
	
 EXECUTION COPY

 
	
  

 
	
 Published CUSIP Number: ______

 
	
  

 
	
  

 
	
 CREDIT AGREEMENT,

 
	
  

 
	
 DATED AS OF MAY 31, 2007

 
	
  

 
	
 among

 
	
  

 
	
 QUEST DIAGNOSTICS INCORPORATED

 
	
 as Borrower,

 
	
  

 
	
 AND

 
	
  

 
	
 CERTAIN SUBSIDIARIES OF THE BORROWER

 
	
 as Guarantors,

 
	
  

 
	
 AND

 
	
  

 
	
 THE LENDERS IDENTIFIED HEREIN,

 
	
  

 
	
 AND

 
	
  

 
	
 BANK OF AMERICA, N.A.,

 
	
 as Administrative Agent

 
	
  

 
	
 AND

 
	
  

 
	
 MORGAN STANLEY SENIOR FUNDING, INC.

 
	
 as Syndication Agent

 
	
  

 
	
 AND

 
	
  

 
	
 BARCLAYS BANK PLC,

 
	
 JPMORGAN CHASE BANK, N.A.,

 
	
 MERRILL LYNCH BANK, USA

 
	
 and

 
	
 WACHOVIA BANK, NATIONAL ASSOCIATION

 
	
 as Co-Documentation Agents

 
	
  

 
	
 MORGAN STANLEY SENIOR FUNDING, INC.

 
	
 and

 
	
 BANC OF AMERICA SECURITIES LLC

 
	
 as Joint Lead Arrangers and Joint Book Runners

 










TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 SECTION 1

 	
      DEFINITIONS
 AND ACCOUNTING TERMS

 	
 2

 
	
  

 	
 1.1

 	
 Definitions

 	
 2

 
	
  

 	
 1.2

 	
 Other Interpretive
 Provisions

 	
 27

 
	
  

 	
 1.3

 	
 Accounting
 Terms/Calculation of Financial Covenants

 	
 27

 
	
  

 	
 1.4

 	
 Time

 	
 28

 
	
  

 	
 1.5

 	
 Rounding

 	
 28

 
	
  

 	
 1.6

 	
 Exchange Rates; Currency
 Equivalents

 	
 28

 
	
  

 	
 1.7

 	
 Additional Alternative
 Currencies

 	
 29

 
	
  

 	
 1.8

 	
 Change of Currency

 	
 29

 
	
  

 	
 1.9

 	
 References to Agreements
 and Laws

 	
 30

 
	
  

 	
 1.10

 	
 Letter of Credit Amounts

 	
 30

 
	
 SECTION 2

 	
      CREDIT
 FACILITIES

 	
 30

 
	
  

 	
 2.1

 	
 Term Loans

 	
 30

 
	
  

 	
 2.2

 	
 Revolving Loans

 	
 31

 
	
  

 	
 2.3

 	
 Letter of Credit
 Subfacility

 	
 35

 
	
  

 	
 2.4

 	
 Swing Line Loans
 Subfacility

 	
 41

 
	
  

 	
 2.5

 	
 Competitive Bid Loans
 Subfacility

 	
 42

 
	
  

 	
 2.6

 	
 [Intentionally Omitted]

 	
 45

 
	
  

 	
 2.7

 	
 Continuations and
 Conversions

 	
 45

 
	
  

 	
 2.8

 	
 Minimum Amounts

 	
 45

 
	
 SECTION 3

 	
      GENERAL
 PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

 	
 46

 
	
  

 	
 3.1

 	
 Interest

 	
 46

 
	
  

 	
 3.2

 	
 Place and Manner of
 Payments

 	
 46

 
	
  

 	
 3.3

 	
 Prepayments

 	
 47

 
	
  

 	
 3.4

 	
 Fees

 	
 48

 
	
  

 	
 3.5

 	
 Payment in full at
 Maturity

 	
 50

 
	
  

 	
 3.6

 	
 Computations of Interest
 and Fees

 	
 50

 
	
  

 	
 3.7

 	
 Pro Rata Treatment

 	
 51

 
	
  

 	
 3.8

 	
 Sharing of Payments

 	
 52

 
	
  

 	
 3.9

 	
 Capital
 Adequacy/Regulation D

 	
 53

 
	
  

 	
 3.10

 	
 Inability To Determine
 Interest Rate

 	
 53

 
	
  

 	
 3.11

 	
 Illegality

 	
 53

 
	
  

 	
 3.12

 	
 Requirements of Law

 	
 54

 
	
  

 	
 3.13

 	
 Taxes

 	
 54

 
	
  

 	
 3.14

 	
 Compensation

 	
 57

 
	
  

 	
 3.15

 	
 Determination and Survival
 of Provisions

 	
 58

 
	
  

 	
 3.16

 	
 Notification by Lenders

 	
 58

 
	
  

 	
 3.17

 	
 Mitigation; Mandatory
 Assignment

 	
 59

 
	
 SECTION 4

 	
      GUARANTY

 	
 59

 
	
  

 	
 4.1

 	
 Guaranty of Payment

 	
 59

 
	
  

 	
 4.2

 	
 Obligations Unconditional

 	
 59

 
	
  

 	
 4.3

 	
 Modifications

 	
 60

 



i






TABLE OF CONTENTS

(continued) 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.4

 	
 Waiver of Rights

 	
 61

 
	
  

 	
 4.5

 	
 Reinstatement

 	
 61

 
	
  

 	
 4.6

 	
 Remedies

 	
 61

 
	
  

 	
 4.7

 	
 Limitation of Guaranty

 	
 61

 
	
  

 	
 4.8

 	
 Rights of Contribution

 	
 62

 
	
  

 	
 4.9

 	
 Release of Guarantors

 	
 62

 
	
 SECTION 5

 	
      CONDITIONS
 PRECEDENT

 	
 62

 
	
  

 	
 5.1

 	
 Closing Conditions to
 Extensions of Credit Made on the Closing Date

 	
 62

 
	
  

 	
 5.2

 	
 Conditions to All Other
 Extensions of Credit

 	
 64

 
	
 SECTION 6

 	
      REPRESENTATIONS
 AND WARRANTIES

 	
 65

 
	
  

 	
 6.1

 	
 Organization and Good
 Standing

 	
 65

 
	
  

 	
 6.2

 	
 Due Authorization

 	
 66

 
	
  

 	
 6.3

 	
 Enforceable Obligations

 	
 66

 
	
  

 	
 6.4

 	
 No Conflicts

 	
 66

 
	
  

 	
 6.5

 	
 Consents

 	
 66

 
	
  

 	
 6.6

 	
 Financial Condition

 	
 67

 
	
  

 	
 6.7

 	
 Intentionally Omitted

 	
 67

 
	
  

 	
 6.8

 	
 Disclosure

 	
 67

 
	
  

 	
 6.9

 	
 No Default

 	
 67

 
	
  

 	
 6.10

 	
 Litigation

 	
 67

 
	
  

 	
 6.11

 	
 Taxes

 	
 67

 
	
  

 	
 6.12

 	
 Compliance with Law

 	
 68

 
	
  

 	
 6.13

 	
 Licensing and
 Accreditation

 	
 68

 
	
  

 	
 6.14

 	
 Title to Properties, Liens

 	
 69

 
	
  

 	
 6.15

 	
 Insurance

 	
 69

 
	
  

 	
 6.16

 	
 Use of Proceeds

 	
 69

 
	
  

 	
 6.17

 	
 Government Regulation

 	
 69

 
	
  

 	
 6.18

 	
 ERISA

 	
 69

 
	
  

 	
 6.19

 	
 Environmental Matters

 	
 70

 
	
  

 	
 6.20

 	
 Intellectual Property

 	
 71

 
	
  

 	
 6.21

 	
 Subsidiaries

 	
 72

 
	
  

 	
 6.22

 	
 Solvency

 	
 72

 
	
  

 	
 6.23

 	
 Taxpayer Identification
 Number

 	
 72

 
	
 SECTION 7

 	
      AFFIRMATIVE
 COVENANTS

 	
 72

 
	
  

 	
 7.1

 	
 Information Covenants

 	
 72

 
	
  

 	
 7.2

 	
 Financial Covenants

 	
 76

 
	
  

 	
 7.3

 	
 Preservation of Existence
 and Franchises

 	
 76

 
	
  

 	
 7.4

 	
 Books and Records

 	
 77

 
	
  

 	
 7.5

 	
 Compliance with Law

 	
 77

 
	
  

 	
 7.6

 	
 Payment of Taxes and Other
 Indebtedness

 	
 77

 
	
  

 	
 7.7

 	
 Insurance

 	
 78

 
	
  

 	
 7.8

 	
 Maintenance of Property

 	
 78

 
	
  

 	
 7.9

 	
 Performance of Obligations

 	
 78

 



ii






TABLE OF CONTENTS

(continued) 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.10

 	
 Use of Proceeds

 	
 78

 
	
  

 	
 7.11

 	
 Audits/Inspections

 	
 78

 
	
  

 	
 7.12

 	
 Additional Credit Parties

 	
 79

 
	
  

 	
 7.13

 	
 Compliance Program

 	
 79

 
	
 SECTION 8

 	
      NEGATIVE
 COVENANTS

 	
 79

 
	
  

 	
 8.1

 	
 Indebtedness

 	
 80

 
	
  

 	
 8.2

 	
 Liens

 	
 81

 
	
  

 	
 8.3

 	
 Nature of Business

 	
 81

 
	
  

 	
 8.4

 	
 Consolidation and Merger

 	
 81

 
	
  

 	
 8.5

 	
 Sale or Lease of Assets

 	
 81

 
	
  

 	
 8.6

 	
 Investments

 	
 82

 
	
  

 	
 8.7

 	
 Transactions with
 Affiliates

 	
 82

 
	
  

 	
 8.8

 	
 Fiscal Year;
 Accounting; Organizational Documents

 	
 82

 
	
  

 	
 8.9

 	
 Stock Repurchases

 	
 83

 
	
  

 	
 8.10

 	
 Sale/Leasebacks

 	
 83

 
	
 SECTION 9

 	
      EVENTS
 OF DEFAULT

 	
 83

 
	
  

 	
 9.1

 	
 Events of Default

 	
 84

 
	
  

 	
 9.2

 	
 Acceleration; Remedies

 	
 86

 
	
  

 	
 9.3

 	
 Allocation of Payments
 After Event of Default

 	
 87

 
	
 SECTION 10

 	
      AGENCY
 PROVISIONS

 	
 88

 
	
  

 	
 10.1

 	
 Appointment

 	
 88

 
	
  

 	
 10.2

 	
 Delegation of Duties

 	
 89

 
	
  

 	
 10.3

 	
 Exculpatory Provisions

 	
 89

 
	
  

 	
 10.4

 	
 Reliance on Communications

 	
 90

 
	
  

 	
 10.5

 	
 Notice of Default

 	
 90

 
	
  

 	
 10.6

 	
 Non-Reliance on
 Administrative Agent and Other Lenders

 	
 91

 
	
  

 	
 10.7

 	
 Indemnification

 	
 92

 
	
  

 	
 10.8

 	
 Administrative Agent in
 Its Individual Capacity

 	
 92

 
	
  

 	
 10.9

 	
 Successor Agent

 	
 92

 
	
  

 	
 10.10

 	
 Agent May File Proofs of
 Claim

 	
 93

 
	
 SECTION 11

 	
      MISCELLANEOUS

 	
 93

 
	
  

 	
 11.1

 	
 Notices, Etc

 	
 94

 
	
  

 	
 11.2

 	
 Right of Set-Off

 	
 96

 
	
  

 	
 11.3

 	
 Benefit of Agreement

 	
 96

 
	
  

 	
 11.4

 	
 No Waiver; Remedies
 Cumulative

 	
 101

 
	
  

 	
 11.5

 	
 Payment of Expenses;
 Indemnification

 	
 101

 
	
  

 	
 11.6

 	
 Amendments, Waivers and
 Consents

 	
 103

 
	
  

 	
 11.7

 	
 Counterparts

 	
 104

 
	
  

 	
 11.8

 	
 Headings

 	
 104

 
	
  

 	
 11.9

 	
 Defaulting Lender

 	
 104

 
	
  

 	
 11.10

 	
 Survival of
 Indemnification

 	
 105

 
	
  

 	
 11.11

 	
 Governing Law; Venue;
 Jurisdiction

 	
 105

 
	
  

 	
 11.12

 	
 Waiver of Jury Trial;
 Waiver of Consequential Damages

 	
 106

 



iii






TABLE OF CONTENTS

(continued) 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.13

 	
 Severability

 	
 106

 
	
  

 	
 11.14

 	
 Further Assurances

 	
 106

 
	
  

 	
 11.15

 	
 Confidentiality

 	
 106

 
	
  

 	
 11.16

 	
 Entirety

 	
 107

 
	
  

 	
 11.17

 	
 Binding Effect; Continuing
 Agreement

 	
 107

 
	
  

 	
 11.18

 	
 USA Patriot Act Notice

 	
 108

 
	
  

 	
 11.19

 	
 No Advisory or Fiduciary
 Responsibility

 	
 108

 
	
  

 	
 11.20

 	
 Judgment Currency

 	
 109

 



iv









	
  

 	
  

 
	
 SCHEDULES

 	
  

 
	
  

 	
  

 
	
 Schedule
 1.01

 	
 Mandatory
 Cost Formulae

 
	
 Schedule
 1.1(a)

 	
 Commitment
 Percentages/Lending Offices

 
	
 Schedule
 2.3(c)

 	
 Existing
 Letters of Credit

 
	
 Schedule
 6.10

 	
 Litigation

 
	
 Schedule 6.21

 	
 Subsidiaries

 
	
 Schedule
 6.23

 	
 Taxpayer
 Identification Number

 
	
 Schedule 8.1

 	
 Indebtedness

 
	
 Schedule 8.2

 	
 Liens

 
	
 Schedule 8.6

 	
 Investments

 
	
 Schedule 8.7

 	
 Affiliate
 Transactions

 
	
 Schedule
 11.1

 	
 Notices

 
	
  

 	
  

 
	
 EXHIBITS

 	
  

 
	
  

 	
  

 
	
 Exhibit
 2.1(c)

 	
 Form of Term
 Note

 
	
 Exhibit 2.2(b)

 	
 Form of
 Notice of Borrowing

 
	
 Exhibit
 2.2(f)

 	
 Form of
 Revolving Note

 
	
 Exhibit
 2.4(b)

 	
 Form of
 Swing Line Loan Request

 
	
 Exhibit
 2.4(d)

 	
 Form of
 Swing Line Note

 
	
 Exhibit
 2.5(b)

 	
 Form of
 Competitive Bid Request

 
	
 Exhibit
 2.5(g)

 	
 Form of
 Competitive Bid Loan Note

 
	
 Exhibit 2.7

 	
 Form of
 Notice of Continuation/Conversion

 
	
 Exhibit
 7.1(c)

 	
 Form of
 Officer’s Certificate

 
	
 Exhibit 7.12

 	
 Form of
 Joinder Agreement

 
	
 Exhibit 11.3(b)

 	
 Form of
 Assignment and Assumption

 










CREDIT AGREEMENT


          THIS
CREDIT AGREEMENT (this “Credit Agreement”), is entered into as of May
31, 2007 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”),
certain of the Subsidiaries of the Borrower (individually a “Guarantor”
and collectively the “Guarantors”), the various financial institutions
and other Persons from time to time parties hereto (the “Lenders”), BANK
OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan
Stanley”) as syndication agent (in such capacity, the “Syndication Agent”),
for the Lenders, Barclays Bank PLC, JPMorgan Chase Bank, NA., Merrill Lynch
Bank, USA and Wachovia Bank, National Association, as the co-documentation
agents for the Lenders (in such capacities, the “Co-Documentation Agents”)
for the Lenders and Morgan Stanley and Banc of America Securities LLC, as the
joint lead arrangers and joint lead bookrunners (in such capacities, the “Lead
Arrangers”). 


RECITALS


          WHEREAS, the Borrower, Ace
Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
the Borrower (“Merger Sub”) and Ameripath Group Holdings, Inc. (“Ameripath)
have entered into that certain Agreement and Plan of Merger, dated as of April
15, 2007 (as it may be amended from time to time in accordance with its terms,
the “Merger Agreement”), pursuant to which, among other things, (i) the
Borrower will acquire Ameripath by means of a merger (the “Merger”) of
Merger Sub and Ameripath (the “Ameripath Acquisition”), with Ameripath being
the surviving company of the Merger and the Borrower being the 100% owner of
all Capital Securities of Ameripath immediately upon the effectiveness of the
Merger and (ii) in connection with the Ameripath Acquisition, the Borrower will
repay (or cause to be repaid) (a) certain Indebtedness of Ameripath and its
Subsidiaries (the “Ameripath Refinancing”) and (b) certain Indebtedness
of the Borrower and its Subsidiaries (the “Borrower Refinancing” and,
together with Ameripath Refinancing, the “Refinancing”); 


          WHEREAS,
for purposes of consummating the Ameripath Acquisition, the Refinancing, paying
related fees, costs and expenses, and providing financing for the post-Merger
working capital and general corporate needs of the Borrower and its Subsidiaries,
including acquisitions (collectively, the “Transaction”), the Borrower
has requested the following financing facilities: 


	
  

 	
  

 
	
  

 	
           (i) (a) a $1,600,000,000
 term loan facility (the “Term Loan Facility”) and (b) a $750,000,000
 revolving credit facility (the “Revolving Credit Facility”, together
 with the Term Loan Facility, the “Senior Credit Facilities”); and 

 
	
  

 	
  

 
	
  

 	
           (ii) a $1,000,000,000 bridge loan facility; and 

 



          WHEREAS,
the Lenders are willing, on the terms and subject to the conditions hereinafter
set forth, to provide the Senior Credit Facilities; 






          NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 


SECTION 1


DEFINITIONS AND ACCOUNTING TERMS


                    1.1
Definitions.


          As
used herein, the following terms shall have the meanings herein specified
unless the context otherwise requires. Defined terms herein shall include in
the singular number the plural and in the plural the singular:


          “Acquisition” means the acquisition by any Person of (a)
more than 50% of the Capital Stock of another Person, (b) all or substantially
all of the assets of another Person or (c) all or substantially all of a line
of business of another Person, in each case whether or not involving a merger
or consolidation with such other Person.


          “Additional
Credit Party” means
each Person that becomes a Guarantor after the Closing Date, as provided in
Section 7.12 or otherwise.


          “Administrative
Agent” means Bank of
America, N.A. (or any successor thereto) or any successor administrative agent
appointed pursuant to Section 10.9.


          “Administrative
Questionnaire” means
an Administrative Questionnaire in a form supplied by the Administrative Agent.


          “Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (a) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (b) to direct or cause direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.


          “Affiliated
Practice” means any
physician-owned professional organization, association or corporation that
employs or contracts with physicians engaged in a pathology or other medical
practice and has entered into a Management Services Agreement with the Borrower
or any of its Subsidiaries.


          “Agency
Services Address”
means, with respect to any currency, the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 11.1 with
respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time designate by notice
to the Borrower and the Lenders. 


2






          “Agent-Related
Person” means the Administrative Agent (including any successor
administrative agent), together with its Affiliates (including, in the case of
Bank of America in its capacity as the Administrative Agent, BAS), and their
respective officers, directors, employees, agents, counsel and
attorneys-in-fact.


          “Agents”
means Bank of America N.A., in its capacity as Administrative Agent, Morgan
Stanley Senior Funding, Inc., in its capacity as Syndication Agent, Barclays
Bank PLC, in its capacity as Co-Documentation Agent, JPMorgan Chase Bank, N.A., ,
in its capacity as Co-Documentation Agent, Merrill Lynch Bank, USA, in its
capacity as Co-Documentation Agent, and Wachovia Bank, National Association in
its capacity as Co-Documentation Agent.


          “Alternative
Currency” means Euro, Sterling and each other currency (other than Dollars)
that is approved in accordance with Section 1.7.


          “Alternative
Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars.


          “Ameripath
Acquisition” has the meaning given to it in the first recital.


          “Ameripath
Refinancing” has the meaning given to it in the first recital.


          “Applicable
Percentage” means the appropriate applicable percentages corresponding to
the Debt Rating of the Borrower in effect from time to time as described below:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pricing

 Level

 	
  

 	
 Debt
 Rating

 	
  

 	
 Applicable

 Percentage for

 Eurocurrency Rate

 Revolving Loans

 	
  

 	
 Applicable

 Percentage for Eurocurrency

 Rate Term Loans

 	
  

 	
 Applicable

 Percentage for

 Standby Letter of

 Credit Fees

 	
  

 	
 Applicable
 

 Percentage for

 Facility Fee on

 the Revolving

 Credit Facility

 Commitments

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 I

 	
  

 	
 3 BBB+ from S&P/
3 Baa1 from Moody’s

 	
  

 	
 .320

 	
 %

 	
  

 	
 .400

 	
 %

 	
  

 	
 .320

 	
 %

 	
  

 	
 .080

 	
 %

 
	
 II

 	
  

 	
 3BBB but < BBB+ from S&P/
3Baa2 but <Baa1 from Moody’s

 	
  

 	
 .400

 	
 %

 	
  

 	
 .500

 	
 %

 	
  

 	
 .400

 	
 %

 	
  

 	
 .100

 	
 %

 
	
 III

 	
  

 	
 3BBB- but <BBB from S&P/
3Baa3 but <Baa2 from Moody’s 

 	
  

 	
 .500

 	
 %

 	
  

 	
 .625

 	
 %

 	
  

 	
 .500

 	
 %

 	
  

 	
 .125

 	
 %

 
	
 IV

 	
  

 	
 3BB+ but < BBB- from S&P/
3Ba1 but <Baa3 from Moody’s

 	
  

 	
 .575

 	
 %

 	
  

 	
 .750

 	
 %

 	
  

 	
 .575

 	
 %

 	
  

 	
 .175

 	
 %

 
	
 V

 	
  

 	
 <BB+ or unrated by
 S&P/

 <Ba1 or unrated by Moody’s

 	
  

 	
 1.00

 	
 %

 	
  

 	
 1.250

 	
 %

 	
  

 	
 1.00

 	
 %

 	
  

 	
 .250

 	
 %

 






	
  

 	
  

 
	
  

 	
 The
 Applicable Percentage for the Eurocurrency Rate Revolving Loans, the
 Eurocurrency Rate Term Loans, the Letter of Credit Fees and the Facility Fees
 shall, in each case, be determined and adjusted on the date (each a “Calculation
 Date”) one Business Day after the date on which the Borrower’s
 Debt Rating is upgraded or downgraded in a manner which requires a change in
 the then applicable Pricing Level set forth above. If at any time there is a
 split in the Borrower’s Debt Ratings between S&P and Moody’s, the
 Applicable Percentages shall be determined by the higher of the two Debt
 Ratings (i.e. the lower

 


3









	
  

 	
  

 
	
  

 	
 pricing);
 provided that if the two Debt Ratings are more than
 one level apart, the Applicable Percentage shall be based on the Debt Rating
 which is one level higher than the lower rating. Each Applicable Percentage
 shall be effective from one Calculation Date until the next Calculation Date.
 Any adjustment in the Applicable Percentage shall be applicable to all
 existing Eurocurrency Rate Loans and Letters of Credit as well as any new
 Eurocurrency Rate Loans made or Letters of Credit issued.

 



          “Applicable
Time” means, with respect to any borrowings and
payments in any Alternative Currency, the local time in the place of settlement
for such Alternative Currency as may be determined by the Administrative Agent
to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.


          “Approved
Fund” means any Fund that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.


          “Assignee
Group” means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same
investment advisor.


          “Assignment
and Assumption” means an Assignment and Assumption substantially
in the form of Exhibit 11.3(b).


          “Attorney
Costs” means all reasonable fees and disbursements of
any law firm or other external counsel and the reasonable allocated cost of
internal legal services and all disbursements of internal counsel.


          “Attributable
Debt” means, with respect to a Sale and Leaseback
Transaction, an amount equal to the lesser of: (a) the fair market value of the
Principal Property (as determined in good faith by the Borrower’s board of
directors); and (b) the present value of the total net amount of rent payments
to be made under the lease during its remaining term, discounted at the rate of
interest set forth or implicit in the terms of the lease, compounded
semi-annually.


          “Authorized
Officer” means any of the chief executive officer,
president, chief financial officer, corporate controller, treasurer or
assistant treasurer of the Borrower.


          “Bank
of America” means Bank of America, N.A. or any successor
thereto.


          “Bankruptcy
Code” means the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.


          “BAS” means Banc of
America Securities LLC.


          “Base
Rate” means, for any day, the rate per annum equal to
the greater of (a) the Federal Funds Rate in effect on such day plus 1⁄2 of 1% or
(b) the Prime Rate in effect on such day. If for any reason the Administrative
Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable after due inquiry to ascertain the Federal
Funds Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms hereof, the Base Rate shall be determined without


4





regard
to clause (a) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Base Rate due
to a change in the Prime Rate or the Federal Funds Rate shall be effective at
the opening of business on the day specified in the public announcement of such
change.


          “Base
Rate Loan” means any Loan bearing interest at a rate determined by reference to
the Base Rate.


          “BBA
LIBOR” is defined within the definition of “Eurocurrency Rate”.


          “Borrower” means Quest
Diagnostics Incorporated, a Delaware corporation, together with any successors
and permitted assigns.


          “Borrower
Materials” has the meaning set forth in Section 7.1(i).



          “Borrower
Refinancing” has the meaning given to it in the first recital.



          “Bridge
Credit Agreement” means the Bridge Credit Agreement, dated as of
the date hereof, among the Borrower, the lenders party thereto and the Agents.


          “Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Agency Service Address with respect to Loans
denominated in Dollars is located and:


          (a)
if such day relates to any interest rate settings as to a Eurocurrency Rate
Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of
any such Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank
eurodollar market;


          (b)
if such day relates to any interest rate settings as to a Eurocurrency Rate
Loan denominated in Euro, any fundings, disbursements, settlements and payments
in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in
Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means a TARGET Day;


          (c)
if such day relates to any interest rate settings as to a Eurocurrency Rate
Loan denominated in a currency other than Dollars or Euro, means any such day
on which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and


          (d)
if such day relates to any fundings, disbursements, settlements and payments in
a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, or any other dealings in
any currency other than Dollars or Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such
currency.


5






          “Businesses”
has the meaning set forth in Section 6.19(a)(i).


          “Calculation
Date” has the meaning set forth in the definition of Applicable Percentage.


          “CAP” means the College of American Pathologists.


          “Capital
Lease” means, as applied to any Person, any lease of any Property (whether
real, personal or mixed) by that Person as lessee which, in accordance with
GAAP, is or should be accounted for as a capital lease on the balance sheet of
that Person and the amount of such obligation shall be the capitalized amount
thereof determined in accordance with GAAP.


          “Capital
Stock” means (a) in the case of a corporation, all classes of capital stock
of such corporation, (b) in the case of a partnership, partnership interests
(whether general or limited), (c) in the case of a limited liability company,
membership interests and (d) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.


          “Cash
Equivalents” means (a) securities issued or directly and fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than eighteen months from the date of
acquisition, (b) Dollar denominated time and demand deposits, certificates of
deposit and banker’s acceptances of (i) any Lender, (ii) any domestic
commercial bank having capital and surplus in excess of $500,000,000 or (iii)
any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody’s is at least P-1 or the equivalent
thereof (any such bank being an “Approved Bank”), in each case
with maturities of not more than 270 days from the date of acquisition, (c)
commercial paper and variable or fixed rate notes issued by any Approved Bank
(or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof)
or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s
and maturing within six months of the date of acquisition, (d) repurchase
agreements with a bank or trust company (including any of the Lenders) or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America in which the Borrower shall have a perfected first priority
security interest (subject to no other Liens) and having, on the date of
purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations, (e) Investments in tax-exempt municipal bonds rated A
(or the equivalent thereof) or better by S&P or MIG2 (or the equivalent
thereof) or better by Moody’s, (f) auction rate securities rated AA or better
by S&P or Moody’s, in either case with a reset of no longer than 90 days
and (g) Investments, classified in accordance with GAAP as current assets, in
money market investment programs registered under the Investment Company Act of
1940, as amended, which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a)
through (f).


          “Cash
Interest Expenses” means all Interest Expense actually paid in cash by the
Borrower and its Subsidiaries.


          “CHAMPUS”
means the United States Department of Defense Civilian Health and Medical
Program of the United States or any successor thereto including, without
limitation, TRICARE.


6





          “Change
of Control” means either of the following events:


	
  

 	
  

 
	
  

 	
           (a)
 any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the
 Exchange Act) has become, directly or indirectly, the “beneficial owner” (as
 defined in Rules 13d-3 and 13d-5 under the Exchange Act), by way of merger,
 consolidation or otherwise of 35% or more of the Voting Stock of the Borrower
 on a fully-diluted basis, after giving effect to the conversion and exercise
 of all outstanding warrants, options and other securities of the Borrower
 convertible into or exercisable for Voting Stock of the Borrower (whether or
 not such securities are then currently convertible or exercisable); or

 
	
  

 	
  

 
	
  

 	
           (b)
 during any period of twelve calendar months, individuals who at the beginning
 of such period constituted the board of directors of the Borrower together
 with any new members of such board of directors whose elections by such board
 or board of directors or whose nomination for election by the stockholders of
 the Borrower was approved by a vote of a majority of the members of such
 board of directors then still in office who either were directors at the
 beginning of such period or whose election or nomination for election was
 previously so approved cease for any reason to constitute a majority of the
 directors of the Borrower then in office.

 



          “CLIA”
means the Clinical Laboratory Improvement Amendment as set forth at 42 U.S.C.
263a and the regulations promulgated thereunder, as amended.


          “Closing
Date” means the date on which the conditions set forth in Section
5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders)
and on which the initial Loans shall have been made and/or the initial Letters
of Credit shall have been issued.


          “CMS”
means the Centers for Medicare and Medicaid Services of HHS, any successor
thereof and any predecessor thereof, including the HCFA.


          “Co-Documentation
Agents” has the meaning given to it in the preamble.


          “Code”
means the Internal Revenue Code of 1986 and the rules and regulations
promulgated thereunder, as amended, modified, succeeded or replaced from time
to time.


          “Commitments”
means, without duplication, (a) the commitment of each Lender with respect to
the Term Loan Committed Amount (b) the commitment of each Lender with respect
to the Revolving Committed Amount, (c) the commitment of the Issuing Lender
with respect to the LOC Committed Amount, (d) the commitment of the Swing Line
Lender with respect to the Swing Line Committed Amount and (e) the commitment
of each Lender with respect to the Incremental Revolving Committed Amount.


          “Company”
has the meaning given to it in the preamble.


          “Competitive
Bid” means an offer by a Lender to make a Competitive Bid Loan
pursuant to Section 2.5.


7





          “Competitive
Bid Fee” means $1,000 for each Competitive Bid Request.


          “Competitive
Bid Loan” means a loan made by a Lender in its discretion
pursuant to Section 2.5.


          “Competitive
Bid Loan Notes” means the promissory notes of the Borrower in
favor of each Lender evidencing the Competitive Bid Loans provided pursuant to
Section 2.5, individually or collectively, as appropriate, as such promissory
notes may be amended, modified, supplemented or replaced from time to time and
as evidenced in the form of Exhibit 2.5(g).


          “Competitive
Bid Rate” means, as to any Competitive Bid made by a
Lender in accordance with the provisions of Section 2.5, the rate of interest
offered by the Lender making the Competitive Bid.


          “Competitive
Bid Request” means a request by the Borrower for Competitive
Bids in the form of Exhibit 2.5(b).


          “Credit
Agreement” has the meaning given to it in the preamble.


          “Credit
Documents” means this Credit Agreement, the Notes, any
Joinder Agreement, the LOC Documents, any Notice of Borrowing, any Competitive
Bid Request and any Swing Line Loan Request.


          “Credit
Exposure” has the meaning set forth in the definition of
Required Lenders in this Section 1.1.


          “Credit
Parties” means the Borrower and the Guarantors and “Credit
Party”
means any one of them.


          “Credit
Party Obligations” means, without duplication, all of the
obligations of the Credit Parties to the Lenders (including the Issuing Lender
and the Swing Line Lender) and the Administrative Agent, whenever arising,
under this Credit Agreement, the Notes, or any of the other Credit Documents.


          “Debt
Rating” means the long-term senior unsecured,
non-credit enhanced debt rating of the Borrower from S&P and Moody’s.


          “Default” means any
event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default.


          “Defaulting
Lender” means, at any time, any Lender that, (a) has
failed to make a Loan or purchase a Participation Interest required pursuant to
the terms of this Credit Agreement (but only for so long as such Loan is not
made or such Participation Interest is not purchased), (b) has failed to pay to
the Administrative Agent or any Lender an amount owed by such Lender pursuant
to the terms of this Credit Agreement (but only for so long as such amount has
not been repaid) or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.


8





          “Dividends”
means any payment of dividends or any other distribution upon any shares of any
class of Capital Stock of the Borrower.


          “Dollar
Equivalent” means, at any time, (a) with respect to any amount denominated
in Dollars, such amount, and (b) with respect to any amount denominated in any
Alternative Currency, the equivalent amount thereof in Dollars as determined by
the Administrative Agent at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of Dollars
with such Alternative Currency.


          “Dollars”
and “$” means dollars in lawful currency of the United States of America.


          “Domestic
Subsidiary” means each direct and indirect Subsidiary of the Borrower that
is domiciled or organized under the laws of any State of the United States or
the District of Columbia.


          “EBITDA”
means, for any period, with respect to the Borrower and its Subsidiaries on a
consolidated basis, (a) Net Income for such period (excluding the effect of any
extraordinary or other non-recurring gains and losses (including any gain or
loss from the sale of Property)) plus (b) an amount which, in the
determination of Net Income for such period, has been deducted for (i) Interest
Expense for such period, (ii) total Federal, state, foreign or other income or
franchise taxes for such period, (iii) all depreciation and amortization for
such period, (iv) other items of expense
during such period that do not involve a cash payment at any time (other than
the provision for bad debt in connection with uncollectible accounts
receivable), (v) cash charges during such period for which the Borrower and its
Subsidiaries are reimbursed by a third party during such period, (vi) special
or restructuring items during any such period included in Net Income that do
not involve a cash payment during such period (collectively, “Non-Cash Items”)
and (vii) expenses charged pursuant to FAS 123(R), as promulgated in accordance
with GAAP, during such period minus (c) any actual cash payments during
the applicable period related to Non-Cash Items expensed or reserved under
clauses (v) and (vi) above plus (d) Tender Costs during such period; provided
that, for purposes of calculating the Leverage Ratio and the Interest Coverage
Ratio hereunder, EBITDA shall be calculated as if Ameripath and its
Subsidiaries were Subsidiaries of the Borrower on the Closing Date and during
the twelve-month period preceding such date unless, in the case of any
Subsidiary of Ameripath which has not been a Subsidiary for the entire twelve-month
period preceding the Closing Date, such lesser period of time.


          “Eligible
Assets” means any assets or any business (or any substantial part thereof)
used or useful in the same or a similar line of business as the Borrower and
its Subsidiaries are engaged on the date hereof or other healthcare-related
businesses or businesses reasonably related thereto.


          “Eligible
Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund and (d) any other Person approved by the Administrative Agent, the Issuing
Lender, the Swing Line Lender and the Borrower (such approval not to be
unreasonably withheld or delayed); provided that (i) the Borrower’s
consent is not required during the existence and continuation of a Default or
an Event of Default, (ii) approval by the Borrower shall be deemed given if no
objection is received by the assigning Lender and the Administrative Agent from
the Borrower within five Business Days after notice of such proposed assignment
has been delivered to the Borrower; (iii) neither the Borrower nor an Affiliate
of the Borrower shall qualify as an Eligible Assignee; and (iv) no competitor
of the Borrower shall qualify as an Eligible Assignee.


9





          “EMU
Legislation” means the legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency.


          “Environmental
Laws” means any current or future legally enforceable
requirement of any Governmental Authority pertaining to (a) the protection of
the indoor or outdoor environment, (b) the conservation, management, or use of
natural resources and wildlife, (c) the protection or use of surface water and
groundwater or (d) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation or handling of, or exposure to, any
hazardous or toxic substance or material or (e) pollution (including any
release to land surface water and groundwater) and includes, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC
6901 et seq., Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC
7401 et seq., Toxic
Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of
1970, as amended, 29 USC 651 et seq.,
Oil
Pollution Act of 1990, 33 USC 2701 et
seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC
11001 et seq., National
Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor
law, and any amendment, rule, regulation, order, or directive issued
thereunder.


          “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto, as interpreted by the rules and regulations thereunder, all as
the same may be in effect from time to time. References to sections of ERISA
shall be construed also to refer to any successor sections.


          “ERISA
Affiliate” means an entity, whether or not incorporated,
which is treated as a single employer with the Borrower or any Subsidiary of
the Borrower under Sections 414(b) or (c) of the Code and solely for purposes
of Section 412 of the Code under Section 414(m) of the Code.


          “ERISA
Event” means (a) with respect to any Single Employer or Multiple Employer
Plan, the occurrence of a Reportable Event or the substantial
cessation of operations (within the meaning of Section 4062(e) of ERISA); (b)
the withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
substantial employer (as such term is defined in Section 4001(a)(2) of ERISA),
or the termination of a Multiple Employer Plan; (c) the distribution of a
notice of intent to terminate or the actual termination of a Plan pursuant to
Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to
terminate or the actual termination of any Plan by the PBGC under Section 4042
of ERISA; (e) any event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Plan; (f) the complete or partial withdrawal of the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (g) the conditions for imposition of a lien under Section
302(f) of ERISA exist with respect to any Plan; or (h) the adoption of an
amendment to any Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA.


10





          “Euro”
and “EUR”
mean the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation.


          “Eurocurrency
Rate” means, for any Interest Period with respect to a Eurocurrency
Rate Loan, the rate per annum equal to the British Bankers Association LIBOR
Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated
by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for deposits
in the relevant currency (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period. If such rate is not
available at such time for any reason, then the “Eurocurrency Rate” for such Interest
Period shall be the rate per annum determined by the Administrative Agent to be
the rate at which deposits in the relevant currency for delivery on the first
day of such Interest Period in Same Day Funds in the approximate amount of the
Eurocurrency Rate Loan being made, continued or converted by Bank of America
and with a term equivalent to such Interest Period would be offered by Bank of
America’s London Branch (or other Bank of America branch or Affiliate) to major
banks in the London or other offshore interbank market for such currency at
their request at approximately 11:00 a.m. (London time) two Business Days prior
to the commencement of such Interest Period.


          “Eurocurrency
Rate Loan” means a Loan that bears interest at a rate based on the
Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in
an Alternative Currency. All Loans denominated in an Alternative Currency must
be Eurocurrency Rate Loans.


          “Eurocurrency
Reserve Percentage” means, with respect to each Lender, the
percentage (expressed as a decimal) applicable to such Lender which is in
effect from time to time under Regulation D as the reserve requirement
(including, without limitation, any basic, supplemental, emergency, special, or
marginal reserves) applicable with respect to its Eurocurrency liabilities, as
that term is defined in Regulation D (or against any other category of
liabilities that includes deposits by reference to which the interest rate of
Eurocurrency Rate Loans is determined). Eurocurrency Rate Loans made by a
Lender shall be deemed to constitute Eurocurrency liabilities and as such shall
be deemed subject to reserve requirements, if applicable, without benefits of
credits for proration, exceptions or offsets that may be available from time to
time to such Lender.


          “Event
of Default” means any of the events or circumstances specified in
Section 9.1.


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, as amended, modified, succeeded
or replaced from time to time.


          “Existing
Letters of Credit” means the letters of credit described on Schedule
2.3(c).


          “Extension
of Credit” means, as to any Lender, the making of a Loan by such
Lender (or a participation therein by a Lender) or the issuance or increase in
the face amount of, or participation in, a Letter of Credit by such Lender.


          “Facility
Fees” means the fees payable to the Lenders pursuant to Section
3.4(a).


11





          “Federal
Funds Rate” means for any day the rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day and (b) if no such rate is so published on such next
preceding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.


          “Fee
Letter” means that certain letter agreement dated as of April 23, 2007 among
the Borrower, BAS, Bank of America and Morgan Stanley.


          “Foreign
Subsidiary” means each direct and indirect Subsidiary of the Borrower that is
not a Domestic Subsidiary.


          “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.


          “Funded
Debt” means, without duplication, the sum of (a) all Indebtedness of the
Borrower and its Subsidiaries for borrowed money, (b) all purchase money
Indebtedness of the Borrower and its Subsidiaries, (c) the principal portion of
all obligations of the Borrower and its Subsidiaries under Capital Leases, (d)
all drawn but unreimbursed amounts under all letters of credit (other than
letters of credit supporting trade payables in the ordinary course of business)
issued for the account of the Borrower or any of its Subsidiaries, (e) all
Funded Debt of another Person secured by a Lien on any Property of the Borrower
and its Subsidiaries whether or not such Funded Debt has been assumed by a
Borrower or any of its Subsidiaries, (f) all Funded Debt of any partnership or
unincorporated joint venture to the extent the Borrower or one of its
Subsidiaries is legally obligated with respect thereto and (g) the amount of
principal attributable under any outstanding Synthetic Lease. It is understood
and agreed that Indebtedness incurred pursuant to Hedging Agreements is not
Funded Debt.


          “GAAP” means
generally accepted accounting principles in the United States applied on a
consistent basis and subject to Section 1.3.


          “Government
Acts” has the meaning set forth in Section 2.3(j)(i).


          “Governmental
Authority” means any, Federal, state, local, provincial or foreign court or
governmental agency, authority (including executive authority), instrumentality
or regulatory body.


          “Granting
Lender” has the meaning set forth in Section 11.3(g).


          “Guarantor” means each of
the Material Domestic Subsidiaries of the Borrower, any other Subsidiary of the
Borrower that guaranties any Pari Passu Debt and each Additional Credit Party,
together with their successors and assigns.


12





          “Guaranty”
means the guaranty of the Credit Party Obligations provided by the Guarantors
pursuant to Section 4.


          “Guaranty
Obligations” means, with respect to any Person, without duplication, any
obligations (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) guaranteeing any Indebtedness
of any other Person in any manner, whether direct or indirect, and including
without limitation any obligation, whether or not contingent, (a) to purchase
any such Indebtedness or other obligation or any Property constituting security
therefor, (b) to advance or provide funds or other support for the payment or
purchase of such Indebtedness or obligation or to maintain working capital,
solvency or other balance sheet condition of such other Person (including,
without limitation, maintenance agreements, comfort letters, take or pay
arrangements, put agreements or similar agreements or arrangements) for the
benefit of the holder of Indebtedness of such other Person, (c) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the owner of such Indebtedness or (d) to otherwise assure or hold harmless the
owner of such Indebtedness or obligation against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness in respect
of which such Guaranty Obligation is made.


          “Hazardous
Materials” means any substance, material or waste defined in or regulated
under any Environmental Laws.


          “HCFA”
means the United States Health Care Financing Administration and any successor
thereto, including CMS.


          “Hedging
Agreements” means, collectively, interest rate protection agreements,
foreign currency exchange agreements, commodity purchase or option agreements
or other interest or exchange rate or commodity price hedging agreements, in
each case, entered into or purchased by a Credit Party.


          “HHS”
means the United States Department of Health and Human Services and any
successor thereof.


          “HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, Pub. L.
104-191, Aug. 21, 1996, 110 Stat. 1936 and regulations promulgated thereunder,
as amended from time to time.


          “Incremental
Revolving Loans” has the meaning given to it in Section 2.2(e)(i).




          “Incremental
Revolving Loan Commitment” has the meaning given to it in Section
2.2(e)(i).



          “Incremental
Revolving Committed Amount” has the meaning given to it in Section
2.2(e)(i).


          “Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (c) all obligations of


13





such Person
under conditional sale or other title retention agreements relating to Property
purchased by such Person to the extent of the value of such Property (other
than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (d) all
obligations, other than intercompany items, of such Person issued or assumed as
the deferred purchase price of property or services purchased by such Person
which would appear as liabilities on a balance sheet of such Person, (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on,
or payable out of the proceeds of production from, property owned or acquired
by such Person, whether or not the obligations secured thereby have been
assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion
of all obligations of such Person under (i) Capital Leases and (ii) any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product of such Person where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP, (h) all obligations
of such Person to repurchase any securities which repurchase obligation is
related to the issuance thereof, including, without limitation, obligations
commonly known as residual equity appreciation potential shares, (i) all net
obligations of such Person in respect of Hedging Agreements, (j) the maximum
amount of all performance and standby letters of credit issued or bankers’
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), and (k)
the aggregate amount of uncollected accounts receivable of such Person subject
at such time to a sale of receivables (or similar transaction) regardless of
whether such transaction is effected without recourse to such Person or in a
manner that would not be reflected on the balance sheet of such Person in
accordance with GAAP. The Indebtedness of any Person shall include the
Indebtedness of any partnership or unincorporated joint venture in which such
Person is legally obligated.


          “Indemnified
Liabilities” has the meaning set forth in Section 11.5(b)(i).


          “Indemnitees”
has the meaning set forth in Section 11.5(b)(i).


          “Intellectual
Property” has the meaning set forth in Section 6.20.


          “Information”
is defined in Section 11.15.


          “Interest
Coverage Ratio” means, as of the last day of each fiscal quarter, the ratio
of (a) EBITDA for the twelve month period ending on such date to (b) Cash
Interest Expense for the twelve month period ending on such date.


          “Interest
Expense” means, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any period, all interest expense, including, without
duplication, the interest component under Capital Leases, as determined in
accordance with GAAP.


          “Interest
Payment Date” means (a) as to Base Rate Loans and Swing Line Loans, the
last day of each calendar quarter and the Maturity Date, (b) as to Eurocurrency
Rate Loans, the last day of each applicable Interest Period and the Maturity
Date and in addition, where the applicable Interest Period for a Eurocurrency
Rate Loan is greater than three months, then also the date three months from
the beginning of the Interest Period and each three months thereafter and (c)
as to Competitive Bid Loans, on the last day of the Interest Period for each
Competitive Bid Loan and on


14





the
Maturity Date. If an Interest Payment Date falls on a date which is not a
Business Day, such Interest Payment Date shall be deemed to be the next
succeeding Business Day, except that in the case of Eurocurrency Rate Loans
where the next succeeding Business Day falls in the next succeeding calendar
month, then on the next preceding Business Day.


          “Interest
Period” means (a) as to Eurocurrency Rate Loans, a period of one, two, three
or six months’ duration, as the Borrower may elect, commencing, in each case,
on the date of the borrowing (including continuations and conversions thereof)
and (b) as to Competitive Bid Loans, a period beginning on the date the
Competitive Bid Loan is made and ending on the date specified in the respective
Competitive Bid whereby the offer to make the Competitive Loan was extended,
which shall not be less than 14 days nor more than 180 days duration; provided,
however, (i) if any Interest Period would end on a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day (except that where the next succeeding Business Day falls in the
next succeeding calendar month, then on the next preceding Business Day), (ii)
no Interest Period shall extend beyond the Maturity Date and (iii) where an
Interest Period begins on a day for which there is no numerically corresponding
day in the calendar month in which the Interest Period is to end, such Interest
Period shall end on the last Business Day of such calendar month.


          “Investment” in any Person
means (a) the acquisition (whether for cash, property, services, assumption of
Indebtedness, securities or otherwise) of assets, shares of Capital Stock,
bonds, notes, debentures, partnership, joint ventures or other ownership
interests or other securities of such other Person or (b) any deposit with, or
advance, loan or other extension of credit to, such Person (other than deposits
or advances made in connection with the purchase of equipment or other assets
or services in the ordinary course of business) or (c) any other capital
contribution to or investment in such Person, including, without limitation,
any Guaranty Obligation (including any support for a letter of credit issued on
behalf of such Person) incurred for the benefit of such Person.


          “Issuing
Lender” means Bank of America.


          “Issuing
Lender Fees” has the meaning set forth in Section
3.4(b)(ii).


          “Joinder
Agreement” means a Joinder Agreement substantially in the form of Exhibit 7.12.


          “Laws”
means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged with
the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


          “Lead
Arrangers” has the meaning given to it in the preamble.


          “Lender” means any of
the Persons identified as a “Lender” on the signature pages hereto, and any
Eligible Assignee which may become a Lender by way of assignment in accordance
with the terms hereof, together with their successors and permitted assigns.


15





          “Lending
Office” means, as to any Lender, the office or offices
of such Lender described as such on Schedule 1.1(a), or such other
office or offices as a Lender may from time notify to the Borrower and the
Administrative Agent.


          “Letter
of Credit” means any letter of credit issued for the
account of the Borrower by the Issuing Lender pursuant to Section 2.3, as such
letter of credit may be amended, modified, extended, renewed or replaced.


          “Letter
of Credit Fees” has the meaning set forth in Section 3.4(b)(i).


          “Leverage
Ratio” means, as of the last day of each fiscal
quarter, the ratio of (a) Funded Debt on such date to (b) EBITDA for the
twelve month period ending on such date.


          “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or
charge of any kind, including, without limitation, any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, and any
lease in the nature thereof (other than operating leases).


          “Loan” or “Loans” means the Term
Loans, the Revolving Loans, the Competitive Bid Loans and the Swing Line Loans
(or any portion thereof), individually or collectively, as appropriate.


          “Loan
Participant” has the meaning set forth in Section 11.3(d).


          “LOC
Commitment” means the commitment of the Issuing Lender to
issue Letters of Credit for the account of the Borrower in an aggregate face
amount outstanding (together with the amounts of any unreimbursed drawings
thereon) at any time of up to the LOC Committed Amount.


          “LOC
Committed Amount” means ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000).


          “LOC
Documents” means, with respect to any Letter of Credit,
such Letter of Credit, any amendments thereto, any documents delivered in
connection therewith, any application therefor, and any agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk or (b) any
collateral security for such obligations.


          “LOC
Obligations” means, at any time, the sum of (a) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (b) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.


          “Management
Services Agreement” means a written management agreement
entered into by the Borrower or any of its Subsidiaries in connection with an
Affiliated Practice, which agreement has been approved in accordance with the
Borrower’s customary policies and procedures (as then in effect) for similar
contracts and agreements.


16





          “Mandatory
Borrowing” has the meaning set forth in Section 2.3(e).


          “Mandatory
Cost” means, with respect to any period, the percentage rate per
annum determined in accordance with Schedule 1.01.


          “Material
Adverse Effect” means a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Subsidiaries taken as
a whole, (b) the ability of a Credit Party to perform its obligations under
this Credit Agreement or any of the other Credit Documents, or (c) the validity
or enforceability of this Credit Agreement, any of the other Credit Documents,
or the rights and remedies of the Lenders hereunder or thereunder taken as a
whole.


          “Material
Domestic Subsidiary” means any wholly-owned Domestic Subsidiary of
the Borrower that, directly or indirectly, (a) owns assets in excess of
$20,000,000 or (b) has annual revenues, as of the most recently ended fiscal
year of the Borrower, in excess of two percent (2%) of the total revenues of
the Borrower and its Subsidiaries on a consolidated basis; provided
that neither Quest Receivables nor any Affiliated Practice shall be deemed to
be a Material Domestic Subsidiary; and provided further that neither
Ameripath nor any of its wholly-owned Domestic Subsidiaries that would
otherwise qualify as a Material Domestic Subsidiary on the date hereof shall be
deemed to be a Material Domestic Subsidiary for purposes of Section 7.12(a)
hereof until the date that the 101⁄2%
Subordinated Note Tender Offer shall have been consummated.


          “Maturity
Date” means the fifth anniversary of the Closing Date.


          “Medicaid”
shall mean that entitlement program under Title XIX of the Social Security Act
that provides federal grants to states for medical assistance based on specific
eligibility criteria.


          “Medicaid
Provider Agreement” means an agreement entered into between a state
agency or other such entity administering the Medicaid program and a health
care provider or supplier under which the health care provider or supplier
agrees to provide services for Medicaid patients in accordance with the terms
of the agreement and Medicaid Regulations.


          “Medicaid
Regulations” means, collectively, (a) all federal statutes (whether
set forth in Title XIX of the Social Security Act or elsewhere) affecting
Medicaid and any statutes succeeding thereto; (b) all applicable provisions of
all federal rules, regulations, manuals and orders and administrative,
reimbursement and other guidelines having the force of law of all Governmental
Authorities promulgated pursuant to or in connection with the statutes
described in clause (a) above; (c) all state statutes and plans for medical
assistance enacted in connection with the statutes and provisions described in
clauses (a) and (b) above; and (d) all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all Governmental Authorities promulgated
pursuant to or in connection with the statutes described in clause (c) above
and all state administrative, reimbursement and other guidelines of all
Governmental Authorities having the force of law promulgated pursuant to or in
connection with the statutes described in clause (b) above, in each case as may
be amended, supplemented or otherwise modified from time to time.


          “Medical
Reimbursement Programs” shall mean the Medicare, Medicaid, CHAMPUS
and TRICARE programs and any other healthcare program operated by or financed
in whole or in part


17





by any
foreign, domestic, federal, state or local government and any other
non-government funded third party payor programs.


          “Medicare”
shall mean that government-sponsored entitlement program under Title XVIII of
the Social Security Act that provides for a health insurance system for
eligible elderly and disabled individuals.


          “Medicare
Provider Agreement” means an agreement entered into between CMS or
other such entity administering the Medicare program on behalf of CMS, and a
health care provider or supplier under which the health care provider or
supplier agrees to provide services for Medicare patients in accordance with
the terms of the agreement and Medicare Regulations.


          “Medicare
Regulations” shall mean, collectively, all federal statutes (whether
set forth in Title XVIII of the Social Security Act or elsewhere) affecting the
health insurance program for the aged and disabled established by Title XVIII
of the Social Security Act and any statutes succeeding thereto; together with
all applicable provisions of all rules, regulations, manuals and orders and
administrative, reimbursement and other guidelines having the force of law of
all Governmental Authorities (including, without limitation, the HHS, CMS, the
OIG, or any person succeeding to the functions of any of the foregoing)
promulgated pursuant to or in connection with any of the foregoing having the
force of law, as each may be amended, supplemented or otherwise modified from
time to time.


          “Merger”
has the meaning given to it in the first recital.


          “Merger
Agreement” has the meaning given to it in the first recital.



          “Merger Sub”
has the meaning given to it in the first recital.



          “Moody’s”
means Moody’s Investors Service, Inc., or any successor or assignee of the
business of such company in the business of rating securities.


          “Morgan
Stanley” has the meaning given to it in the preamble.


          “Multiemployer
Plan” means a Plan which is a multiemployer plan as defined in
Sections 3(37) or 4001(a)(3) of ERISA.


          “Multiple
Employer Plan” means a Plan covered by Title IV of ERISA (other than
a Multiemployer Plan) in which the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate and at least one employer other than the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate are contributing sponsors.


          “Net
Income” means, for any period, the net income after taxes for such
period of the Borrower and its Subsidiaries on a consolidated basis, determined
in accordance with GAAP and without duplication.


          “Non-Cash
Items” has the meaning set forth in the definition of EBITDA in
Section 1.1.


          “Non-Consenting
Lender” has the meaning set forth in Section 11.6.


18





          “Non-Material
Domestic Subsidiary” means any wholly-owned Domestic Subsidiary that is not
a Guarantor other than Quest Receivables and any Affiliated Practice.


          “Note”
or “Notes” means the Term Notes, the Revolving Notes, the Competitive
Bid Loan Notes and the Swing Line Loan Note, individually or collectively, as
appropriate.


          “Notice
of Borrowing” means a request by the Borrower for a Loan, in the form of Exhibit
2.2(b).


          “Notice
of Continuation/Conversion” means a request by the Borrower to continue an
existing Eurocurrency Rate Loan to a new Interest Period or to convert a
Eurocurrency Rate Loan to a Base Rate Loan or a Base Rate Loan to a
Eurocurrency Rate Loan, in the form of Exhibit 2.5.


          “OIG”
means the Office of Inspector General of HHS and any successor thereof.



          “Other
Taxes” has the meaning given to it in Section 3.13(b).



          “Overnight
Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate
determined by the Administrative Agent, the Issuing Lender, or the Swing Line
Lender, as the case may be, in accordance with banking industry rules on
interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight
deposits in the applicable Alternative Currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would
be offered for such day by a branch or Affiliate of Bank of America in the
applicable offshore interbank market for such currency to major banks in such
interbank market.


          “Pari
Passu Debt” means all unsecured indebtedness of the Borrower.


          “Participants”
means Lenders with a Revolving Loan Commitment Percentage greater than zero.


          “Participating
Member State” means each state so described in any EMU Legislation.


          “Participation
Interest” means the Extension of Credit by a Lender by way of a purchase of
a participation in (a) Letters of Credit or LOC Obligations as provided in
Section 2.3, (b) Swing Line Loans as provided in Section 2.4 or (c) any Loans
as provided in Section 3.8.


          “Patriot
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), as amended and supplemented from time to time.


          “Patriot
Act Disclosures” means all documentation and other information available to
the Borrower or its Subsidiaries which a Lender, if subject to the Patriot Act,
is required to provide pursuant to the applicable section of the Patriot Act
and which required documentation and information the Administrative Agent or
any Lender reasonably requests in order to comply with their ongoing
obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.


19





          “PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA and any successor thereto.


          “Permitted
Acquisition” means an Acquisition by the Borrower or any of its
Subsidiaries; provided that (a) substantially all of the Property
acquired (or the Property of the Person acquired) in such Acquisition constitutes
Eligible Assets (or goodwill associated therewith), (b) in the case of an
Acquisition of the Capital Stock of another Person, the board of directors (or
other comparable governing body) of such other Person or its parent shall have
duly approved such Acquisition, (c) on the date of such Acquisition no Event of
Default exists, (d) after giving effect to such Acquisition, no Default or
Event of Default shall exist, (e) if such Acquisition involves the formation of
a new Subsidiary of the Borrower, such Subsidiary complies with Section 7.12,
(f) such Acquisition is undertaken in accordance with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees and awards to which
any party to such Acquisition may be subject and (g) the Borrower shall have
delivered to the Administrative Agent a compliance certificate for the period
of four full fiscal quarters immediately preceding such acquisition (prepared
in good faith and in a manner and using such methodology which is consistent
with the most recent financial statements delivered pursuant to Section 7.1)
giving pro forma effect to the consummation of such acquisition and evidence
compliance with the covenants set forth in Section 7.2.


          “Permitted
Investments” means Investments which constitute the following: (a) cash
or Cash Equivalents, (b) trade accounts receivable created, acquired or made
in the ordinary course of business, (c) inventory, raw materials, general
intangibles and other current assets acquired in the ordinary course of
business, (d) Investments by the Borrower or one of its Subsidiaries in each
other, (e) Permitted Acquisitions, (f) advances to management personnel and
employees in the ordinary course of business, (g) Investments existing as of
the date hereof; provided that any such Investment in excess of $2,000,000
is set forth on Schedule 8.6, (h) Investments consisting of non-cash
consideration received in the form of securities, notes or similar obligations
in connection with any conveyance, sale, lease, assignment, transfer or other
disposition of any Property by the Borrower or one of its Subsidiaries to any
Person, and which are permitted hereunder, and (i) any other Investment as long
as (i) on the date of such Investment, no Event of Default exists and (ii)
after giving effect to such Investment no Default or Event of Default shall
exist.


          “Permitted
Liens” means (a) Liens securing Credit Party Obligations, if any,
(b) Liens for taxes not yet due or Liens for taxes being contested in good
faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established (and as to which the Property
subject to any such Lien is not yet subject to foreclosure, sale, collection,
levy or loss on account thereof), (c) Liens in respect of Property imposed by
law arising in the ordinary course of business such as materialmen’s,
mechanics’, warehousemen’s, carrier’s, landlords’ and other nonconsensual
statutory Liens which are not yet due and payable or which are being contested
in good faith by appropriate proceedings for which adequate reserves determined
in accordance with GAAP have been established (and as to which the Property
subject to any such Lien is not yet subject to foreclosure, sale or loss on
account thereof), (d) Liens (other than Liens imposed under ERISA) consisting
of pledges or deposits made in the ordinary course of business to secure
payment of worker’s compensation insurance, unemployment insurance, pensions or
social security programs, (e) Liens arising from good faith deposits in
connection with or to secure performance of tenders, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
incurred in the ordinary course of business (other than obligations in respect
of


20





the
payment of borrowed money), (f) Liens arising from good faith deposits in
connection with or to secure performance of statutory obligations and surety
and appeal bonds, (g) easements, rights-of-way, restrictions (including zoning
restrictions), matters of plat, minor defects or irregularities in title and
other similar charges or encumbrances not, in any material respect, impairing
the use of the encumbered Property for its intended purposes, (h) judgment
Liens that would not constitute an Event of Default, (i) Liens in connection
with Indebtedness of the type permitted by Section 8.1(e) incurred by any
Subsidiary, (j) Liens arising by virtue of any statutory or common law
provision relating to banker’s liens, rights of setoff or similar rights as to
deposit accounts or other funds maintained with a creditor depository
institution, (k) Liens existing on the date hereof and identified on Schedule 8.2, (I) Liens upon
Property acquired (or the Property of a Subsidiary that is acquired) after the
Closing Date by the Borrower or its Subsidiaries, which Liens either (i)
existed on such Property before the time of such acquisition and was not
created in anticipation thereof or (ii) were created solely for the purpose of
securing Indebtedness representing, or incurred to finance or refinance, the
cost of such Property or improvements thereon; provided,
however; that (A) no such Lien shall extend to or cover any Property of any
Credit Party other than the Property so acquired and improvements thereon and
proceeds thereof, (B) the principal amount of Indebtedness secured by any such
Lien shall at no time exceed 100% of the fair market value of such Property at
the time it was acquired or constructed and (C) the Indebtedness secured by any
such Lien is permitted hereunder; provided that (x) no
such Lien shall extend to any Property other than the Property subject thereto
on the closing date of such acquisition and (y) the principal amount of the
Indebtedness secured by such Liens shall not be increased, (m) Liens in
connection with Permitted Receivables Financing, (n) Liens with respect to
lease filings for notice purposes only, (o) Liens on purchase money
Indebtedness incurred by the Borrower in an amount not to exceed, in the
aggregate, $100,000,000 less Indebtedness incurred by Subsidiaries of the
Borrower pursuant to Section 8.1(e), (p) Liens on Property of non-wholly owned
Subsidiaries of the Borrower incurred to finance working capital, (q) Liens on
Property of Foreign Subsidiaries securing Indebtedness of the type permitted by
Section 8.1(k) incurred by Foreign Subsidiaries, and (r) renewals and
extensions of the foregoing so long as such Lien (i) does not cover any
additional Property, (ii) does not secure additional Indebtedness and (iii) is not
otherwise prohibited by this Credit Agreement.


          “Permitted
Receivables Financing” means any transaction entered into pursuant to
documentation reasonably acceptable to the Administrative Agent in which (a)
one or more Credit Parties sells, conveys or otherwise transfers to Quest
Receivables and (b) Quest Receivables sells, conveys or otherwise transfers to
any other Person or grants a security interest to any Person in, any
Receivables (whether now existing or hereafter acquired) of a Credit Party, and
any assets related thereto including all collateral securing such Receivables,
all contracts and all Guaranty Obligations or other obligations in respect of
such Receivables, all proceeds of such Receivables and all other assets that
are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving Receivables.


          “Person” means any
individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise (whether or not incorporated),
or any Governmental Authority.


          “Plan”
means any employee benefit plan (as defined in Section 3(3) of ERISA) which is
covered by ERISA and with respect to which the Borrower, any Subsidiary of the
Borrower or any


21





ERISA
Affiliate is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an “employer” within the meaning of
Section 3(5) of ERISA.


          “Platform”
has the meaning given thereto in Section 7.1(i).


          “Prime
Rate” means the per annum rate of interest established from time to time by
the Administrative Agent at its principal office in Charlotte, North Carolina
(or such other principal office of the Administrative Agent as communicated in
writing to the Borrower and the Lenders) as its Prime Rate. Any change in the
interest rate resulting from a change in the Prime Rate shall become effective
as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is
announced by the Administrative Agent. The Prime Rate is a reference rate used
by the Administrative Agent in determining interest rates on some loans which
may be priced at, above or below such announced rate and is not intended to be the
lowest rate of interest charged on any extension of credit to any debtor.


          “Principal
Property” means any real property and any related buildings, fixtures or
other improvements located in the United States owned by the Borrower or its
Subsidiaries (a) on or in which one of its 30 largest domestic clinical
laboratories conducts operations, as determined by net revenues for the four
most recent fiscal quarters for which financial statements have been filed with
the Securities and Exchange Commission, or (b) the net book value of which at
the time of the determination exceeds 1% of Total Assets.


          “Projections”
has the meaning given thereto in Section 5.1(j).


          “Property”
means any right, title or interest in or to any property or asset of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.


          “Public
Lender” has the meaning given thereto in Section 7.1(i).


          “Quest
Receivables” means Quest Diagnostics Receivables Incorporated, a Delaware
corporation, a wholly-owned, bankruptcy-remote, special purpose Subsidiary of
the Borrower.


          “Real
Properties” has the meaning given thereto in Section 6.19.


          “Receivable”
means the indebtedness and payment obligations of any Person to any Credit
Party or acquired by any Credit Party (including obligations constituting an
account or general intangible or evidenced by a note, instrument, contract,
security agreement, chattel paper or other evidence of indebtedness or
security) arising from a sale of merchandise or the provision of services in
the ordinary course of business by such Credit Party or the Person from which
such indebtedness and payment obligation were acquired by any Credit Party,
including (a) any right to payment for goods sold or for services rendered and
(b) the right to payment of any interest, sales taxes, finance charges,
returned check or late charges and other obligations of such Person with
respect thereto.


          “Refinancing”
has the meaning given to it in the first recital.


          “Register”
has the meaning given to it in Section 11.3(c).


22





          “Regulation
T, U or X” means Regulation T, U or X, respectively, of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.


          “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the notice requirement has been waived by
regulation or by the PBGC.


          “Required
Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter
defined) constitutes more than 50% of the Credit Exposure of all Lenders at
such time; provided, however, that if any Lender shall be a Defaulting
Lender at such time then there shall be excluded from the determination of
Required Lenders the aggregate principal amount of Credit Exposure of such
Lender at such time. For purposes hereof, the term “Credit Exposure” as
applied to each Lender shall mean (a) at any time prior to the termination of
the Commitments, the sum of (x) the Revolving Loan Commitment Percentage of
such Lender multiplied by the Revolving Committed Amount and (y) the Term Loan
Commitment Percentage of such Lender multiplied by the Term Loan Committed
Amount and (b) at any time after the termination of the Commitments, the sum of
(i) the principal balance of the outstanding Loans of such Lender plus (ii)
such Lender’s Participation Interests in the face amount of the outstanding
Letters of Credit and outstanding Swing Line Loans.


          “Requirement
of Law” means, as to any Person, the articles or certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or final, non-appealable determination
of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or to which any of its material
Property is subject.


          “Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each
date of a borrowing of a Eurocurrency Rate Loan denominated in an Alternative
Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan
denominated in an Alternative Currency pursuant to Section 2.7, and (iii) such
additional dates as the Administrative Agent shall determine or the Required
Lenders shall require; and (b) with respect to any Letter of Credit, each of
the following: (i) each date of issuance of a Letter of Credit denominated in
an Alternative Currency, (ii) each date of an amendment of any such Letter of
Credit having the effect of increasing the amount thereof (solely with respect
to the increased amount), (iii) each date of any payment by the Issuing Lender
under any Letter of Credit denominated in an Alternative Currency and (iv) such
additional dates as the Administrative Agent or the Issuing Lender shall
determine or the Required Lenders shall require.


          “Revolving
Committed Amount” means SEVEN HUNDRED AND FIFTY MILLION DOLLARS
($750,000,000) or such lesser amount to which the Revolving Committed Amount
may be reduced pursuant to Section 2.2(d) or increased pursuant to Section
2.2(e).


          “Revolving
Credit Facility” has the meaning given to it in the second recital.


          “Revolving
Loan Commitment Percentage” means, for each Lender, the percentage
identified as its Revolving Loan Commitment Percentage on Schedule 1.1(a),
as such percentage


23





may be
modified in connection with any assignment made in accordance with the
provisions of Section 11.3 and with any Incremental Revolving Loan Commitment.


          “Revolving
Loans” means the Revolving Loans made to the Borrower pursuant to
Section 2.2.


          “Revolving
Notes” means the promissory notes of the Borrower in favor of each
of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.2,
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, supplemented, extended, renewed or replaced from time to
time and as evidenced in the form of Exhibit 2.2(f).


          “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. or any successor or assignee of the business of such division
in the business of rating securities.


          “Sale
and Leaseback Transaction” means any arrangement with any Person
providing for the leasing by the Borrower or one of its Subsidiaries of any
Principal Property that has been or is to be sold or transferred by the
Borrower or any Guarantor to such Person, as the case may be.


          “Same
Day Funds” means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the Issuing Lender, as the case may
be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


          “Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as amended, modified, succeeded or replaced
from time to time.


          “Senior
Credit Facilities” has the meaning given to it in the second
recital.


          “Single
Employer Plan” means any Plan which is covered by Title IV of ERISA,
but which is not a Multiemployer Plan or a Multiple Employer Plan.


          “Social
Security Act” means the Social Security Act as set forth in Title 42
of the United States Code, as amended, and any successor statute thereto, as
interpreted by the rules and regulations issued thereunder, in each case as in
effect from time to time. References to sections of the Social Security Act
shall be construed also to refer to any successor sections.


          “Solvent”
means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business,
(b) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay as such debts and
liabilities mature in their ordinary course, (c) such Person is not engaged in
a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person’s assets would constitute unreasonably small
capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged or is to engage, (d) the fair value of
the assets of such Person is greater than the total amount of liabilities,
including, without limitation, contingent


24





liabilities,
of such Person and (e) the present fair saleable value of the assets of such
Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured. In
computing the amount of contingent liabilities at any time, it is intended that
such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability reduced by the
amount of any contribution or indemnity that can reasonably be expected to be
received.


          “SPC”
has the meaning set forth in Section 11.3(g).


          “Special
Notice Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.


          “Spot
Rate” for a currency means the rate determined by the Administrative Agent
to be the rate quoted by the Person acting in such capacity as the spot rate
for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 11:00 a.m. on
the date two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent may obtain
such spot rate from another financial institution designated by the
Administrative Agent if the Person acting in such capacity does not have as of
the date of determination a spot buying rate for any such currency.


          “Sterling”
and “£” mean the lawful currency of the United Kingdom.



          “Stock
Repurchase” has the meaning set forth in Section 8.9.



          “Strategic
Investment Portfolio” means all Investments in Persons in which the
Borrower and its Subsidiaries own less than 50% of the Voting Stock of such
Person.


          “Subsidiary”
means, as to any Person, (a) any corporation more than 50% of whose stock of
any class or classes having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation (irrespective of whether or not
at the time, any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
owned by such Person directly or indirectly through Subsidiaries, and (b) any
partnership, association, joint venture or other entity in which such person
directly or indirectly through Subsidiaries has more than a 50% equity interest
at any time.


          “Swing
Line Committed Amount” means FIFTY MILLION DOLLARS ($50,000,000).



          “Swing
Line Lender” means Bank of America.



          “Swing
Line Loans” means the loans made by the Swing Line Lender pursuant to
Section 2.4.


          “Swing
Line Loan Note” means the promissory note of the Borrower in favor of the
Swing Line Lender evidencing the Swing Line Loans provided pursuant to Section
2.4, as such promissory note may be amended, modified, supplemented, extended,
renewed or replaced from time to time in and as evidenced by the form of Exhibit
2.4(d).


25





          “Swing
Line Loan Request” means a request by the Borrower for a Swing
Line Loan in substantially the form of Exhibit 2.4(b).


          “Syndication
Agent” has the meaning given to it in the preamble.


          “Synthetic
Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease in accordance with GAAP.


          “TARGET
Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) determined by the
Administrative Agent to be a suitable replacement) is open for the settlement
of payments in Euro.


          “Taxes” has the
meaning given to it in Section 3.13(a).


          “101⁄2% Subordinated Note Tender Offer” has the meaning given to it in Section
5.1(f).


          “Tender
Costs” means the costs incurred by the Borrower in connection with any
tender for outstanding indebtedness of the Borrower, and the termination of the
interest rate swap contracts related thereto in an aggregate amount not to
exceed $50,000,000 during the term of this Credit Agreement.


          “Term
Loan Commitment Percentage” means, for each Lender, the percentage
identified as its Term Loan Commitment Percentage on Schedule
1.1(a), as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 11.3.


          “Term
Loan Committed Amount” means ONE BILLION SIX HUNDRED MILLION DOLLARS
($1,600,000,000).


          “Term
Loan Facility” has the meaning given to it in the second
recital.


          “Term
Loans” means the Term Loans made to the Borrower pursuant to Section 2.1.


          “Term
Notes” means the promissory notes of the Borrower in favor of each of the
Lenders evidencing the Term Loans provided pursuant to Section 2.1, individually
or collectively, as appropriate, as such promissory notes may be amended,
modified, supplemented, extended, renewed or replaced from time to time and as
evidenced in the form of Exhibit 2.1(c).


          “Termination
Date” means the date on which the Merger Agreement is terminated pursuant
to Section 10.1 of the Merger Agreement (as in effect on the date hereof).


          “Total
Assets” means all items that in accordance with GAAP would be classified as
assets of the Borrower and its Subsidiaries on a consolidated basis.


          “Transaction” has the
meaning given to it in the second recital.


26





          “TRICARE”
means the United States Department of Defense health care program for service
families including, but not limited to, TRICARE Prime, TRICARE Extra and
TRICARE Standard, and any successor to or predecessor thereof (including,
without limitation, CHAMPUS).


          “Voting
Stock” means all classes of the Capital Stock of such Person then
outstanding and normally entitled to vote in the election of directors (or
similar governing authority).


                    1.2 Other Interpretive Provisions.


          With
reference to this Credit Agreement and each other Credit Document, unless
otherwise specified herein or in such other Credit Document:


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 The meanings of defined terms are equally applicable to the singular and
 plural forms of the defined terms.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)     
 (i) The words “herein”, “hereto”, “hereof”
 and “hereunder” and words of similar import when used in any Credit
 Document shall refer to such Credit Document as a whole and not to any
 particular provisions thereof.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Article, Section, Exhibit and Schedule references are to the Credit Document
 in which such reference appears.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 The term “including” is by way of example and not limitation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 the term “documents” includes any and all instruments, documents,
 agreements, certificates, notices, reports, financial statements and other
 writings, however evidenced, whether in physical or electronic form.

 



          (c)
In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”;
the words “to” and “until” each mean “to but excluding”; and the
word “through” means “to and including”.


          (d)
Section headings herein and in the other Credit Documents are included for
convenience of reference only and shall not affect the interpretation of this
Credit Agreement or any other Credit Document.


                    1.3 Accounting Terms/Calculation of Financial Covenants.


	
  

 	
  

 
	
  

 	
           (a)
 Except as otherwise expressly provided herein, all accounting terms used
 herein shall be interpreted, and all financial statements and certificates
 and reports as to financial matters required to be delivered to the Lenders
 hereunder shall be prepared, in accordance with GAAP applied on a consistent
 basis. All calculations made for the purposes of determining compliance with
 this Credit Agreement shall (except as otherwise expressly provided herein)
 be made by application of GAAP applied on a basis consistent with the most
 recent annual or quarterly financial statements delivered pursuant to Section
 7.1 (or, prior to the delivery of the first financial statements pursuant to
 Section 7.1, consistent with the financial statements delivered to the
 Lenders prior to the Closing Date); provided, however, if (a) the
 Borrower shall object to determining

 


27









	
  

 	
  

 
	
  

 	
 such
 compliance on such basis at the time of delivery of such financial statements
 due to any change in GAAP or the rules promulgated with respect thereto or
 (b) the Administrative Agent or the Required Lenders shall so object in
 writing within 30 days after delivery of such financial statements, then such
 calculations shall be made on a basis consistent with GAAP as in effect as of
 the date of the most recent financial statements delivered by the Borrower to
 the Lenders to which no such objection shall have been made.

 
	
  

 	
  

 
	
  

 	
           (b)
 Notwithstanding anything herein to the contrary, for the purposes of
 calculating the financial covenants set forth in Section 7.2, (i) income
 statement items (positive or negative) attributable to any Person or Property
 acquired in a Permitted Acquisition and Indebtedness incurred in connection
 with such Permitted Acquisition shall, without duplication, be treated as if
 such Person or Property was acquired or such Indebtedness incurred as of the
 first day of the twelve month period ending as of the most recently
 completely fiscal quarter of the Borrower and (ii) income statement items
 (positive or negative) attributable to Property disposed of in any asset sale
 permitted by Section 8.5(g) and Indebtedness retired in connection with such
 sale shall, without duplication, be treated as if such sale occurred as of
 the first day of the twelve month period ending as of the most recently
 completed fiscal quarter of the Borrower.

 



                    1.4 Time.


          All
references to time herein shall be references to Eastern Standard Time or Eastern
Daylight Time, as the case may be, unless specified otherwise.


                    1.5 Rounding.


          Any
financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


                    1.6 Exchange Rates; Currency
Equivalents.


	
  

 	
  

 
	
  

 	
           (a)
 The Administrative Agent shall determine the Spot Rates as of each
 Revaluation Date to be used for calculating Dollar Equivalent amounts of
 Loans denominated in Alternative Currencies. Such Spot Rates shall become
 effective as of such Revaluation Date and shall be the Spot Rates employed in
 converting any amounts between the applicable currencies until the next
 Revaluation Date to occur. Except for purposes of financial statements
 delivered by the Borrower hereunder or calculating financial covenants
 hereunder or except as otherwise provided herein, the applicable amount of
 any currency (other than Dollars) for purposes of the Credit Documents shall
 be such Dollar Equivalent amount as so determined by the Administrative
 Agent.

 
	
  

 	
  

 
	
  

 	
           (b)
 Wherever in this Agreement in connection with a borrowing, conversion,
 continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
 amendment or extension of a Letter of Credit, an amount, such as a required
 minimum or multiple

 


28









	
  

 	
  

 
	
  

 	
 amount, is
 expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of
 Credit is denominated in an Alternative Currency, such amount shall be the
 relevant Alternative Currency Equivalent of such Dollar amount (rounded to
 the nearest unit of such Alternative Currency, with 0.5 of a unit being
 rounded upward), as determined by the Administrative Agent.

 
	
  

 	
  

 
	
  

 	
           1.7 Additional Alternative Currencies.

 
	
  

 	
  

 
	
  

 	
           (a)
 The Borrower may from time to time request that Eurocurrency Rate Loans be
 made in a currency other than those specifically listed in the definition of
 “Alternative Currency;” provided that such requested currency is a lawful
 currency (other than Dollars) that is readily available and freely
 transferable and convertible into Dollars. In the case of any such request
 with respect to the making of Eurocurrency Rate Loans, such request shall be
 subject to the approval of the Administrative Agent and the Lenders.

 
	
  

 	
  

 
	
  

 	
           (b)
 Any such request shall be made to the Administrative Agent not later than
 11:00 a.m., 20 Business Days prior to the date of the desired making of
 Eurocurrency Rate Loans (or such other time or date as may be agreed by the
 Administrative Agent). In the case of any such request pertaining to
 Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each
 Lender thereof. Each Lender (in the case of any such request pertaining to
 Eurocurrency Rate Loans) shall notify the Administrative Agent, not later than
 11:00 a.m., ten Business Days after receipt of such request whether it
 consents, in its sole discretion, to the making of Eurocurrency Rate Loans in
 such requested currency.

 
	
  

 	
  

 
	
  

 	
           (c)
 Any failure by a Lender to respond to such request within the time period
 specified in the preceding sentence shall be deemed to be a refusal by such
 Lender to permit Eurocurrency Rate Loans to be made in such requested
 currency. If the Administrative Agent and all the Lenders consent to making
 Eurocurrency Rate Loans in such requested currency, the Administrative Agent
 shall so notify the Borrower and such currency shall thereupon be deemed for
 all purposes to be an Alternative Currency hereunder for purposes of any
 borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail
 to obtain consent to any request for an additional currency under this
 Section 1.7, the Administrative Agent shall promptly so notify the Borrower.

 
	
  

 	
  

 
	
  

 	
           1.8 Change of Currency.

 
	
  

 	
  

 
	
  

 	
           (a)
 Each obligation of the Borrower to make a payment denominated in the national
 currency unit of any member state of the European Union that adopts the Euro
 as its lawful currency after the date hereof shall be redenominated into Euro
 at the time of such adoption (in accordance with the EMU Legislation). If, in
 relation to the currency of any such member state, the basis of accrual of
 interest expressed in this Agreement in respect of that currency shall be
 inconsistent with any convention or practice in the London interbank market
 for the basis of accrual of interest in respect of the Euro, such expressed
 basis shall be replaced by such convention or practice with effect from the
 date on which such member state adopts the Euro as its lawful currency;
 provided that if any

 


29









	
  

 	
  

 
	
  

 	
 borrowing in
 the currency of such member state is outstanding immediately prior to such
 date, such replacement shall take effect, with respect to such borrowing, at
 the end of the then current Interest Period.

 
	
  

 	
  

 	 

	
  

 	
           (b)
 Each provision of this Agreement shall be subject to such reasonable changes
 of construction as the Administrative Agent may from time to time specify to
 be appropriate to reflect the adoption of the Euro by any member state of the
 European Union and any relevant market conventions or practices relating to
 the Euro.

 	 

	
  

 	
  

 	 

	
  

 	
           (c)
 Each provision of this Agreement also shall be subject to such reasonable
 changes of construction as the Administrative Agent may from time to time
 specify to be appropriate to reflect a change in currency of any other
 country and any relevant market conventions or practices relating to the
 change in currency.

 	 

	
  

 	
  

 	 

	
  

 	
           1.9 References to Agreements
 and Laws.

 	 

				



          Unless
otherwise expressly provided herein, (a) references to organization documents,
agreements (including the Credit Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Credit Document and (b) references to any law shall
include all statutory and regulatory provisions (having the force of law)
consolidating, amending, replacing, supplementing or interpreting such law.


                    1.10 Letter of Credit Amounts.


          Unless
otherwise specified, all references herein to the amount of a Letter of Credit
at any time shall be deemed to mean the maximum face amount of such Letter of
Credit after giving effect to all increases thereof contemplated by such Letter
of Credit or the LOC Documents related thereto, whether or not such maximum
face amount is in effect at such time.


SECTION 2


CREDIT FACILITIES


	
  

 	
  

 
	
  

 	
           2.1 Term Loans.

 
	
  

 	
  

 
	
  

 	
           (a) Term
 Loan Commitment. Subject to the terms and conditions set forth herein,
 each Lender with a Commitment to make Term Loans severally agrees to make a
 single loan to the Borrower on the Closing Date (each a “Term Loan”
 and collectively the “Term Loans”), in Dollars, in an amount
 equal to such Lender’s Term Loan Commitment Percentage of the Term Loan
 Committed Amount; provided that the aggregate amount of such Term
 Loans made by all Term Loan Lenders shall not exceed the Term Loan Committed
 Amount. Once repaid or prepaid, Term Loans cannot be reborrowed.

 


30









	
  

 	
  

 
	
  

 	
           (b) Funding
 of Term Loans. Each Lender shall make its Term Loan Commitment
 Percentage of the Term Loan Committed Amount available to the Administrative Agent by 1:00 p.m. on the Closing
 Date by deposit, in Dollars, of immediately
 available funds at the Agency Services Address. The amount of the Term Loans will then be made available to the
 Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Term Loans
 are made available to the
 Administrative Agent. All Term Loans made on the Closing Date shall be Base Rate Loans unless the Borrower delivers a
 funding indemnity letter in form and substance
 reasonably acceptable to the Administrative Agent at least three (3) Business
 Days prior to the Closing Date. Thereafter,
 all or any portion of the Term Loans may be converted into Eurocurrency Rate Loans in accordance with the terms of
 Section 2.7. The obligations of the
 Lenders hereunder to make Term Loans and to make payments pursuant to
 Section 10.7 are several and not joint. No Lender shall be responsible for
 the failure or delay by any other Lender in
 its obligation to make Term Loans hereunder; provided, however, that the failure of any Lender to fulfill its
 obligations hereunder shall not
 relieve any other Lender of its obligations hereunder. Unless the
 Administrative Agent shall have
 been notified by any Lender prior to the Closing Date that such Lender does not intend to make available to the
 Administrative Agent its portion of the Term Loans, the Administrative Agent may assume that such Lender has made
 such amount available to the Administrative Agent on the Closing Date, and
 the Administrative Agent in reliance upon such assumption may (in its sole
 discretion but without any obligation to do so) make available to the Borrower a corresponding amount. If such
 Lender’s portion of the Term Loans
 is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover
 from such Lender an amount equal to such corresponding amount which the Administrative Agent has made available
 to the Borrower. If such Lender
 does not pay such amount upon the Administrative Agent’s demand
 therefor, the Administrative Agent will promptly notify the Borrower, and the
 Borrower shall immediately pay such amount to the Administrative Agent. The Administrative Agent shall also be entitled to
 recover from such Lender or the Borrower, as the case may be, interest on such amount in respect of each day from
 the date an amount equal to such
 corresponding amount was made available by the Administrative Agent to the Borrower to the date such
 corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the
 Borrower at the Base Rate or (ii) from such Lender, at a rate per annum equal
 to, during the period to but excluding the date two Business Days after demand therefor, the Federal Funds
 Rate, and, thereafter, the Base
 Rate plus two percent (2%) per annum.

 
	
  

 	
  

 
	
  

 	
           (c) Term Notes. The Term Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower
 to each Lender that requests an Term Note in substantially the form of
 Exhibit 2.1(c).

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
           2.2
 Revolving Loans.

 
	
  

 	
  

 
	
  

 	
           (a)
 Revolving Loan Commitment. Subject to the terms and conditions set
 forth herein, including but not limited to Section 5.2, each Lender severally
 agrees to make revolving loans (each a “Revolving Loan” and
 collectively the “Revolving Loans”) to the Borrower, in Dollars or in
 one or more Alternative Currencies, in an amount equal

 


31









	
  

 	
  

 
	
  

 	
 to its Revolving Loan Commitment Percentage, if any, of such
 Revolving Loan, at any time
 and from time to time, during the period from and including the Closing Date
 to but not including the Maturity
 Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that, after giving effect to any borrowing of Revolving Loans, the sum of (i) the
 aggregate amount of the Dollar Equivalent
 of Revolving Loans outstanding, plus (ii) the aggregate amount of LOC Obligations outstanding, plus (iii) the aggregate
 amount of Competitive Bid Loans outstanding
 plus (iv)
 the aggregate amount of Swing Line Loans outstanding shall not exceed the
 Revolving Committed Amount, and the Dollar Equivalent of the Revolving Loans denominated in Alternative Currencies at
 any time shall not exceed $100,000,000. Subject to the terms of this Credit Agreement, the Borrower may borrow,
 repay and reborrow Revolving Loans.

 
	
  

 	
  

 
	
  

 	
           (b) Method
 of Borrowing for Revolving Loans. By no later than 11:00 a.m. (i) on the date of the requested borrowing of
 Revolving Loans that will be made as Base Rate Loans or (ii) three Business
 Days prior to the date of the requested borrowing of Revolving Loans that
 will be made as Eurocurrency Rate Loans denominated in Dollars, and (iii) four Business Days (or five Business
 Days in the case of a Special Notice Currency) prior to the date of
 the requested borrowing of Revolving Loans that will be Eurocurrency Rate Loans denominated in
 Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed
 promptly by a written Notice of
 Borrowing in the form of Exhibit 2.2(b) (which may be submitted by telecopy), each of
 such telephonic notice and such written Notice of Borrowing setting forth (A)
 the amount requested, (B) whether
 such Revolving Loans shall accrue interest at the Base Rate or the Eurocurrency Rate, (C) with respect
 to Revolving Loans that will be Eurocurrency
 Rate Loans, the Interest Period applicable thereto and (D) certification that
 the Borrower has complied in all
 respects with Section 5.2. Each such notice must be received by the
 Administrative Agent not later than (i) three Business Days prior to the requested date of any borrowing of, conversion
 to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate
 Loans denominated in Dollars to Base
 Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)
 prior to the requested date of any borrowing
 or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of
 any borrowing of Base Rate Loans; provided, however, that if the
 Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two,
 three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be
 received by the Administrative Agent
 not later than 11:00 a.m. (i) four Business Days prior to the requested date of such borrowing, conversion or
 continuation of Eurocurrency Rate Loans
 denominated in Dollars, or (ii) five Business Days (or six Business days in
 the case of a Special Notice
 Currency) prior to the requested date of such borrowing, conversion or continuation of Eurocurrency Rate Loans
 denominated in Alternative Currencies, whereupon the Administrative Agent
 shall give prompt notice to the Lenders of such request and determine whether the requested
 Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested
 date of such borrowing, conversion or continuation of Eurocurrency Rate Loans
 denominated in Dollars, or (ii) four
 Business Days (or five Business days in the case of a Special Notice

 


32









	
  

 	
  

 
	
  

 	
 Currency) prior to the requested date of such Borrowing, conversion
 or continuation of Eurocurrency
 Rate Loans denominated in Alternative Currencies, the Administrative Agent
 shall notify the Borrower (which notice may be by telephone) whether or not
 the requested Interest Period has been consented to by all the Lenders.

 
	
  

 	
  

 
	
  

 	
           (c)
 Funding of Loans. Upon
 receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms
 thereof. Each Lender shall make its
 Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative
 Agent in Same Day Funds at the Agency
 Services Address for the applicable currency not later than 1:00 p.m. in the
 case of any Revolving Loans
 denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the
 case of any Revolving Loans in an Alternative
 Currency, in each case on the Business Day specified in the Notice of Borrowing. The amount of the requested Revolving
 Loans will then be made available to the Borrower by the
 Administrative Agent as directed by the Borrower, to the extent the amount of such Revolving Loans are made
 available to the Administrative Agent.

 



          No
Lender shall be responsible for the failure or delay by any other Lender in its
obligation to make Revolving Loans
hereunder; provided, however, that the
failure of any Lender to fulfill its obligations
hereunder shall not relieve any other Lender of its obligations hereunder.
Unless the Administrative Agent shall
have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend
to make available to the Administrative Agent its portion of the Revolving
Loans to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on the date
of such Revolving Loans, and the
Administrative Agent in reliance upon such assumption may (in its sole discretion
but without any obligation to do so) make available to the Borrower a
corresponding amount. If such Lender’s
portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative Agent
shall be able to recover from such Lender an amount equal to such corresponding amount which the Administrative
Agent has made available to the
Borrower. If such Lender does not pay such amount upon the Administrative
Agent’s demand therefor, the Administrative Agent will promptly notify
the Borrower, and the Borrower shall immediately
pay such amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover from such Lender or the Borrower, as the
case may be, interest on such amount in respect of each day from the date an
amount equal to such corresponding amount was made available by the Administrative Agent to the Borrower to the date such
corresponding amount is recovered by the Administrative Agent at a per annum
rate equal to (i) from the Borrower at the applicable rate for such
Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing.




	
  

 	
  

 
	
  

 	
           (d)
 Reductions of Revolving Committed Amount. Upon at least three Business Days’ prior written notice, the
 Borrower shall have the right to permanently reduce, without premium or penalty, all or part of the aggregate
 unused amount of the Revolving Committed Amount at any time or from time to
 time; provided that (i) each partial
 reduction shall be in an aggregate amount at least equal to $10,000,000 and
 in integral multiples of $1,000,000
 above such amount and (ii) no reduction shall be made which would reduce the Revolving Committed
 Amount to an amount less than the

 


33









	
  

 	
  

 
	
  

 	
 aggregate amount of outstanding Revolving Loans plus the aggregate
 amount of outstanding LOC
 Obligations plus the aggregate amount of outstanding Competitive Bid Loans plus the aggregate amount of outstanding
 Swing Line Loans. Any reduction in (or termination of) the Revolving Committed Amount pursuant to this
 Section 2.2(d) shall be permanent
 and may not be reinstated. The Administrative Agent shall immediately notify the Lenders of any reduction in the
 Revolving Committed Amount pursuant to this Section 2.2(d).

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e) Increases
 in Revolving Commitment Amount.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) At
 any time that no Default has occurred and is continuing, and prior to the Maturity Date, the Borrower may,
 from time to time, notify the Administrative Agent that the Borrower is
 requesting that, on the terms and subject to the conditions contained
 in this Credit Agreement, the Lenders and/or other lenders or other financial institutions not then a party to this
 Credit Agreement provide up to an
 aggregate amount of an additional $250,000,000 Revolving Committed
 Amount to make Revolving Loans to the Borrower (such loans, the “Incremental Revolving Loans”) (any such commitment
 to make Incremental Revolving Loans
 being an “Incremental Revolving Loan Commitment”; and the
 aggregate amount thereof agreed to be provided by the applicable Lenders or other lenders in response
 to any such request, an “Incremental
 Revolving Committed Amount”).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) Upon receipt of such notice, together with a
 certificate demonstrating pro forma
 compliance with the financial covenants contained in Section 7.2, after giving effect to the increase
 in, and assuming full usage of, the Revolving
 Committed Amount, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or
 other lenders to provide such additional
 Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Person to
 provide any portion of any such additional Commitments.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) If
 and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such
 additional Commitments, pursuant to documentation in form and substance to be
 mutually satisfactory to the Borrower, the Administrative Agent and the
 applicable Lenders, such documentation shall provide (w) that the Revolving Committed Amount shall be increased by
 the aggregate amount of the
 Incremental Revolving Loan Commitments agreed to be so provided, (x) the
 Revolving Loan Commitment Percentage of the respective Lenders in respect of the increased Revolving
 Committed Amount shall be proportionally
 adjusted (provided, however, that for any Lender, the product
 of such Lender’s adjusted Revolving
 Loan Commitment Percentage of a Lender in respect of Revolving Loans
 multiplied by the Revolving Committed Amount as increased pursuant to clause (w) may not exceed an amount equal to the
 Revolving Loan Commitment Percentage of such Lender in respect of
 Revolving Loans immediately prior to any
 adjustment made pursuant to this clause (x) multiplied by the Revolving Committed Amount immediately prior to the

 


34









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 corresponding increase thereof pursuant to clause (w) without the
 consent of such Lender) and
 such adjustment shall be recorded in the Register, (y) at such time and in such manner as the Borrower and the
 Administrative Agent shall agree (it being
 understood that the Borrower and the Administrative Agent will use commercially reasonable efforts to avoid the
 prepayment or assignment of any Eurocurrency Rate Loan on a day other than
 the last day of the Interest Period applicable thereto), the Lenders shall
 assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to
 cause the amounts of such Revolving
 Loans and participations in Letters of Credit held by each Lender with a
 Revolving Loan Commitment Percentage in excess of zero of the Revolving Loan Commitment to conform to its
 Revolving Loan Commitment Percentage
 of the Revolving Loan Commitment and (z) the Borrower shall execute and deliver any additional Notes, other
 amendments or modifications to any
 Credit Document and any other certificates, consents or legal opinions as the
 Administrative Agent may reasonably
 request, and (notwithstanding anything to the contrary contained in Section 11.6 hereof) each such amendment or modification may be effective without the
 consent of any other Lenders, as may be necessary or appropriate and
 to the extent not materially adverse to the other Lenders in the opinion of the Administrative Agent to effect the
 provisions of this Section 22(e).

 
	
  

 	
  

 	
  

 
	
  

 	
           (f) Revolving Notes. The Revolving Loans
 made by each Lender shall be evidenced
 by a duly executed promissory note of the Borrower to each Lender that requests
 a Revolving Note in substantially the form of Exhibit
 2.2(f).

 
	
  

 	
  

 
	
  

 	
  

 	
 2.3 Letter
 of Credit Subfacility.

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Issuance. Subject to the terms and conditions hereof and
 of the LOC Documents, if any, and
 any other terms and conditions relating to the Borrower which the Issuing Lender may reasonably require (so long as
 such terms and conditions do not impose
 any financial obligation on or require any Lien (not otherwise contemplated
 by this Credit Agreement) to be
 given by any Credit Party or conflict with any obligation of, or
 detract from any action which may be taken by, the Borrower or its
 Subsidiaries under this Credit
 Agreement), the Issuing Lender agrees, in reliance upon the agreements
 of the other Lenders set forth in
 this Section 2.3, from time to time upon request, in its reasonable discretion, to issue (from the
 Closing Date to thirty days prior to the Maturity Date and in a form reasonably acceptable to the
 Issuing Lender), in Dollars, and the Participants
 shall participate in, Letters of Credit for the account of the Borrower; provided, however, that, after giving effect to the issuance (or
 drawdown or extension) of any
 Letter of Credit, (i) the aggregate amount of LOC Obligations shall not at
 any time exceed the LOC Committed
 Amount and (ii) (A) the sum of the aggregate amount of outstanding LOC Obligations, plus (B) the aggregate
 amount of the Dollar Equivalent of Revolving
 Loans outstanding, plus (C) the aggregate amount of Competitive Bid
 Loans outstanding, plus (D) the aggregate
 amount of Swing Line Loans outstanding shall not exceed the Revolving
 Committed Amount and (iii) if any Participant shall be a Defaulting Lender at the time of issuance of any
 Letter of Credit, the amount of such Letter
 of Credit shall be reduced by the amount of such Participant’s Participation

 


35









	
  

 	
  

 	
  

 
	
  

 	
 Interest in such Letter of Credit, unless otherwise agreed by the
 Issuing Lender in its sole discretion.
 The Issuing Lender may require the issuance and expiry date of each Letter of
 Credit to be a Business Day. Each
 Letter of Credit shall be a standby letter of credit issued to support the obligations (including
 pension or insurance obligations), contingent or otherwise, of the Borrower
 or any of its Subsidiaries. Except as otherwise expressly agreed upon
 by all the Participants, no Letter of Credit shall have an original expiry
 date more than one year from the date of
 issuance nor, as extended or otherwise, shall have an expiry date beyond the Maturity Date. Each Letter
 of Credit shall comply with the related
 LOC Documents. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is
 delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions
 or other irregularity, the Borrower will immediately notify the
 Issuing Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) Notice
 and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at
 least three Business Days prior to the requested date of issuance. The Issuing Lender will, at least quarterly
 and more frequently upon request,
 provide to the Administrative Agent for dissemination to the Lenders a report
 specifying the Letters of Credit which are then issued and outstanding. The Issuing Lender will further provide to the
 Administrative Agent, promptly upon request, copies of the Letters of
 Credit and the other LOC Documents.

 
	
  

 	
  

 
	
  

 	
  

 	
 (c) Participations.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) On
 the Closing Date, each Participant shall automatically acquire a participation in the liability of the Issuing
 Lender under each Existing Letter of Credit
 in an amount equal to its Revolving Loan Commitment Percentage of such Existing
 Letters of Credit.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) Each Participant, upon issuance of a Letter of
 Credit, shall be deemed to have purchased without recourse a risk
 participation from the Issuing Lender in
 such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and
 any collateral relating thereto, in each
 case in an amount equal to its Revolving Loan Commitment Percentage of the obligations under such Letter of Credit, and
 shall absolutely, unconditionally and irrevocably assume, as primary
 obligor and not as surety, and be obligated to pay to the Issuing Lender
 therefor and discharge when due, its Revolving Loan Commitment Percentage of
 the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Participant’s
 participation in any Letter of
 Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of
 Credit or pursuant to a Mandatory Borrowing
 under Section 2.3(e)(i), each such Participant shall fund its Participation Interest in such unreimbursed
 drawing in accordance with the terms of
 Section 2.3(e)(ii). Any such reimbursement shall not relieve or otherwise impair
 the obligation of the Borrower or any other Credit Party to reimburse the Issuing Lender under any Letter of Credit,
 together with interest as hereinafter provided.

 


36









	
  

 	
  

 	
  

 
	
  

 	
           (d) Reimbursement
 by Borrower. In the event of any drawing under any Letter of Credit, the Issuing Lender will
 promptly notify the Borrower. Unless the Borrower shall notify the
 Issuing Lender of its intent to otherwise reimburse the Issuing Lender and shall reimburse the Issuing Lender in
 same day funds within one hour of receipt
 of notice of such drawing from the Issuing Lender, the Borrower shall be
 deemed to have requested a Revolving Loan at the Base Rate in the
 amount of the drawing, the proceeds of
 which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be
 absolute and unconditional under all circumstances
 irrespective of (but without waiver of) (i) any rights of set-off, counterclaim or defense to payment the applicable
 account party or the Borrower may claim or have against the Issuing Lender,
 the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person,
 including without limitation, any defense based on any failure of the
 applicable account party, the Borrower or any other Credit Party to receive consideration or (ii) the
 legality, validity, regularity or
 unenforceability of the Letter of Credit, this Credit Agreement or any other
 Credit Document.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e) Reimbursement by Lenders.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) Reimbursement
 with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to
 have requested, a Revolving Loan
 borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent
 shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection
 with a drawing under a Letter of
 Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such
 borrowing, a “Mandatory Borrowing”) shall be made from all Lenders (without giving
 effect to any termination of the
 Commitments pursuant to Section 9.2) pro rata based on each Lender’s respective Revolving Loan Commitment
 Percentage and the proceeds thereof
 shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each applicable
 Lender hereby irrevocably agrees to
 make such Revolving Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the
 amount and in the manner specified
 in the preceding sentence and in accordance with the terms of Section 2.3(e)(iii) notwithstanding (A) the
 amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans
 otherwise required hereunder, (B)
 whether any conditions specified in Section 5.2 are then satisfied,
 (C) whether a Default or Event of Default then exists, (D) failure of any such request or deemed request for Revolving
 Loans to be made by the time otherwise
 required hereunder, (E) the date of such Mandatory Borrowing, (F) any reduction in the Revolving Committed Amount or
 any termination of the Commitments,
 or (G) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the
 Issuing Lender, the Borrower or any
 other Person for any reason whatsoever.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Reimbursement Through Funding of
 Participation Interests. In
 the event that any Mandatory
 Borrowing cannot for any reason be made on the date

 


37









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 otherwise required above (including, without limitation, as a result
 of the commencement of a proceeding under the Bankruptcy Code
 with respect to the Borrower or any other
 Credit Party), the Issuing Lender will promptly notify the Participants of the amount of any unreimbursed
 drawing (as of the date the Mandatory
 Borrowing would otherwise have occurred, but adjusted for any payments
 received from the Borrower on or after such date and prior to the funding of the Participation Interests therein)
 and each Participant shall fund its Participation
 Interest in such unreimbursed drawing by paying to the Issuing Lender, in Dollars and in immediately available
 funds, the amount of such Participant’s
 Revolving Loan Commitment Percentage of such unreimbursed drawing. Each Participant’s obligation to make
 such payment to the Issuing Lender,
 and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any
 circumstance whatsoever and without
 regard to (A) the termination of this Credit Agreement or the Commitments hereunder, (B) the existence of a
 Default or Event of Default, (C) the acceleration of the obligations
 hereunder and (D) any set-off, counterclaim, recoupment, defense or other
 right which such Participant may have against the Issuing Lender, the Borrower or any other Person for any reason
 whatsoever. Simultaneously with the
 making of each such payment by a Participant to the Issuing Lender, such Participant shall,
 automatically and without any further action on the part of the Issuing Lender or such Participant, acquire
 a participation in an amount equal
 to such payment (excluding the portion of such payment constituting interest owing to the Issuing
 Lender) in the related unreimbursed drawing
 portion of the LOC Obligation and in the interest thereon and in the related
 LOC Documents, and shall have a claim against the Borrower and the other
 Credit Parties with respect thereto.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 Funding of Mandatory Borrowing or Participation Interest. Each applicable
 Lender (including the Lender acting as Issuing Lender) and each Participant
 shall upon any notice pursuant to Section 2.3(e)(i) or Section 2.3(e)(ii), respectively, make its Revolving
 Loan Commitment Percentage of the unreimbursed
 drawing available to the Administrative Agent, for the benefit of the Issuing
 Lender, by 1:00 p.m. on the day of the notice if notice is given on or before
 11:00 a.m. or by 1:00 p.m. the
 next Business Day if notice is given after 11:00 a.m., in Dollars, of
 immediately available funds at the Agency Services Address. The Administrative Agent shall remit the funds so
 received to the Issuing Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 Failure to Fund. In the
 event any Lender or any Participant shall fail to fund its portion of a Mandatory Borrowing or its Participation
 Interest, respectively, on the date required pursuant to Section 2.3(e)(iii),
 the amount of such Lender’s
 unfunded portion of the Mandatory Borrowing or such Participant’s unfunded Participation Interest
 shall bear interest payable to the Issuing
 Lender upon demand, at a rate per annum equal to the applicable Overnight Rate from time to time in
 effect, plus any administrative, processing
 or similar fees customarily charged by the Issuing Lender in connection
 with the foregoing.

 


38









	
  

 	
  

 	
  

 
	
  

 	
           (f) Modification
 and Extension. The
 issuance of any supplement, modification,
 amendment, renewal, or extensions to any Letter of Credit shall, for purposes hereof, be treated in all respects the
 same as the issuance of a new Letter of Credit hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
           (g) Applicability of ISP98. Unless otherwise expressly agreed by the
 Issuing Lender and the Borrower
 when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the
 rules of the “International Standby Practices
 1998” published by the Institute of International Banking Law & Practice
 (or such later version thereof as
 may be in effect at the time of issuance) shall apply to each standby
 Letter of Credit.

 
	
  

 	
  

 
	
  

 	
  

 	
 (h) Responsibility of Issuing Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) It is
 expressly understood and agreed as between the Lenders that the obligations of the Issuing Lender hereunder
 to the Participants are only those expressly set forth in this Credit
 Agreement and that the Issuing Lender shall be entitled to assume that the conditions precedent set forth in Section
 5.2 have been satisfied unless it
 shall have acquired actual knowledge that any such condition precedent has
 not been satisfied; provided, however, that nothing set forth
 in this Section 2.3 shall be deemed
 to prejudice the right of any Participant to recover from the Issuing Lender any amounts made
 available by such Participant to the Issuing Lender pursuant to this
 Section 2.3 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a
 Letter of Credit constituted gross
 negligence or willful misconduct on the part of the Issuing Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) The
 Issuing Lender shall be under no obligation to issue any Letter of Credit if (a) any order, judgment or decree
 of any Governmental Authority or arbitrator shall by its terms purport
 to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, (b) any Requirement of Law applicable
 to the Issuing Lender or any
 request or directive (whether or not having the force of law) from any Governmental Authority with
 jurisdiction over the Issuing Lender shall prohibit, or request that
 the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in
 particular or shall impose upon the Issuing Lender with respect to such
 Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise
 compensated hereunder) not in effect
 on the Closing Date, or shall impose upon the Issuing Lender any
 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in
 good faith deems material to it, or (c)
 the issuance of such Letter of Credit would violate one or more policies of
 the Issuing Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
           (i) Conflict with LOC Documents. In the event of any conflict between this Credit Agreement and any LOC Document, this
 Credit Agreement shall govern.

 
	
  

 	
  

 	
  

 
	
  

 	
           (j)
 Indemnification of Issuing Lender.

 


39









	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 In addition to its other obligations under this Credit Agreement, the
 Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender
 harmless from and against any and all
 claims, demands, liabilities, damages, losses, costs, charges and expenses (including Attorney Costs) that the
 Issuing Lender may incur or be
 subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the
 failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether
 rightful or wrongful, of any present or future de jure or de facto
 Governmental Authority (all such acts or
 omissions, herein called “Government Acts”).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) As between the Borrower and the Issuing Lender,
 the Borrower shall assume all risks
 of the acts, omissions or misuse of any Letter of Credit by the
 beneficiary thereof. The Issuing Lender shall not be responsible for (except
 in the case of (A), (B) and (C) below if
 the Issuing Lender has actual knowledge to the contrary): (A) the form,
 validity, sufficiency, accuracy, genuineness or legal effect of any
 document submitted by any party in connection with the application for and
 issuance of any Letter of Credit, even if it should in fact prove to be in
 any or all respects invalid, insufficient,
 inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or
 purporting to transfer or assign any
 Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may
 prove to be invalid or ineffective for any reason; (C) failure of the
 beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D)
 errors, omissions, interruptions
 or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise,
 whether or not they be in cipher; (E)
 any loss or delay in the transmission or otherwise of any document required
 in order to make a drawing under a
 Letter of Credit or of the proceeds thereof; and (F) any
 consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any
 Government Acts. None of the above shall
 affect, impair, or prevent the vesting of the Issuing Lender’s rights or
 powers hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) In furtherance and extension and not in
 limitation of the specific provisions hereinabove set forth, any action taken
 or omitted by the Issuing Lender,
 under or in connection with any Letter of Credit or the related certificates,
 if taken or omitted in good faith,
 shall not put the Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is
 the intention of the parties that
 this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and
 all risks involved in the issuance
 of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and
 all risks of the acts or omissions, whether
 rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable
 for any failure by the Issuing Lender or anyone else to pay any
 drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the
 Issuing Lender.

 


40









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower
 contained in this Section 2.3. The obligations
 of the Borrower under this subsection (j) shall survive the termination of this Credit Agreement. No act or omission of
 any current or prior beneficiary of
 a Letter of Credit shall in any way affect or impair the rights of the
 Issuing Lender to enforce any right, power or benefit under this
 Credit Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) Notwithstanding anything to the contrary
 contained in this subsection (j),
 the Borrower shall have no obligation to indemnify the Issuing Lender
 in respect of any liability incurred by the Issuing Lender arising out of the
 gross negligence or willful misconduct of the Issuing Lender, as determined
 by a court of competent jurisdiction.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (k)
 Designation of other Persons as Account
 Parties. Notwithstanding anything
 to the contrary set forth in this Credit Agreement, including without
 limitation Section 2.3(a) hereof, a Letter of Credit issued hereunder may
 contain a statement to the effect that
 such Letter of Credit is issued for the account of a Subsidiary of the
 Borrower; provided that notwithstanding such statement, the
 Borrower shall be the actual account party
 for all purposes of this Credit Agreement for such Letter of Credit and such statement shall not affect the Borrower’s
 reimbursement obligations hereunder with respect to such Letter of
 Credit.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4 Swing Line Loans Subfacility.

 
	
  

 	
  

 	
  

 
	
  

 	
           (a) Swing
 Line Loans. The Swing Line Lender hereby agrees, on the terms and
 subject to the conditions set forth herein and in the other Credit Documents,
 to make loans (each a “Swing Line Loan”
 and collectively, the “Swing Line Loans”) to the Borrower, in Dollars, at any time and from time
 to time, during the period from and including
 the Closing Date to but not including the Maturity Date (or such earlier date
 if the Commitments have been terminated
 as provided herein); provided that, after giving effect to the issuance of any such Swing Line
 Loan, (i) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the
 Swing Line Committed Amount and (ii) the sum of (A) the aggregate
 amount of Swing Line Loans outstanding, plus
 (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate
 amount of LOC Obligations outstanding, plus (D) the aggregate amount of outstanding Competitive Bid
 Loans shall not exceed the Revolving Committed
 Amount. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) Method
 of Borrowing and Funding Swing Line Loans. By no later than 1:00 p.m. on the date of the requested borrowing
 of Swing Line Loans, the Borrower shall provide telephone notice to
 the Swing Line Lender, followed promptly by a written Swing Line Loan Request in the form of Exhibit 2.4(b) (which
 may be submitted by telecopy)
 setting forth (i) the amount of the requested Swing Line Loan and (ii) the
 date of the requested Swing Line
 Loan and complying in all respects with Section 5.2. The Swing Line
 Lender shall initiate the transfer of funds representing the Swing Line Loan advance to the Borrower by 3:00 p.m. on the
 Business Day of the requested borrowing.

 


41









	
  

 	
  

 
	
  

 	
           (c)
 Repayment and Participations of Swing Line Loans. The Borrower agrees
 to repay all Swing Line Loans immediately upon the existence of a Default or
 Event of Default or otherwise within three Business Days of demand therefor
 by the Swing Line Lender. Each repayment of
 a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to
 the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing
 Line Loan, and in any event upon (i)
 a request by the Swing Line Lender, (ii) the occurrence of an Event of Default
 described in Section 9.1(f) or (iii) the acceleration of any Loan or
 termination of any Commitment pursuant to
 Section 9.2, each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse
 or warranty, an undivided interest and participation in such Swing
 Line Loan in an amount equal to such other
 Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing
 a participation in such Swing Line
 Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied,
 whether or not the Borrower has submitted a Notice of Borrowing and
 whether or not the Commitments are then in
 effect, any Event of Default exists or all the Loans have been accelerated)
 and paying the proceeds thereof to
 the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender
 may designate, in Dollars and in immediately
 available funds. If such amount is not in fact made available to the Swing Line
 Lender by any Participant, the Swing Line Lender shall be entitled to recover
 such amount on demand from such Participant, together with accrued interest
 thereon for each day from the date of
 demand thereof, at a rate equal to, if paid within two Business Days of such
 date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate
 plus two percent (2%) per annum. If
 such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor,
 and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to
 continue to have outstanding Swing
 Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than
 those provisions requiring the other Participants
 to purchase a participation therein. Further, such Participant shall be
 deemed to have assigned any and all
 payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the
 Swing Line Lender to fund Swing Line Loans
 in the amount of the participation in Swing Line Loans that such Participant
 failed to purchase pursuant to this
 Section 2.4(c) until such amount has been purchased (as a result of
 such assignment or otherwise).

 
	
  

 	
  

 
	
  

 	
           (d)
 Swing Line Loan Note. The Swing Line Loans made by the Swing Line
 Lender shall, if requested by the Swing Line Lender, be evidenced by a duly
 executed promissory note of the Borrower to the Swing Line Lender in
 substantially the form of Exhibit 2.4(d).

 
	
  

 	
  

 
	
  

 	
  

 	
 2.5 Competitive
 Bid Loans Subfacility.

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Competitive Bid Loans. Subject to the terms and conditions set forth herein, the Borrower may, from time to time,
 during the period from the Closing Date to the Maturity Date, request, and each Lender may, in its sole
 discretion, agree to make loans to
 the Borrower in accordance with the terms of this Section 2.5 (each a “Competitive Bid Loan” and collectively
 the “Competitive Bid Loans”); provided,

 


42









	
  

 	
  

 	
  

 
	
  

 	
 however,
 that (i) the sum of (A) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (B) the
 aggregate amount of Competitive Bid Loans outstanding, plus (C) the aggregate amount of Swing Line Loans
 outstanding, plus (D) the aggregate
 amount of LOC Obligations outstanding shall not exceed the Revolving Loan Commitment, (ii) the aggregate amount of
 Competitive Bid Loans outstanding at any one time cannot exceed $500,000,000, (iii) all Competitive Bid Loans shall
 be denominated in Dollars and (iv)
 if a Lender does make a Competitive Bid Loan it shall not reduce such Lender’s
 obligation to make its pro rata share of any Revolving Loan.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) Competitive
 Bid Requests. The Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request to the
 Administrative Agent by 11:00 a.m. on a Business Day not less than one or more than five Business Days prior
 to the date of the requested
 Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of Exhibit 2.5(b) and shall
 specify (i) the date of the requested Competitive Bid Loan (which
 shall be a Business Day), (ii) the amount of the requested Competitive Bid Loan and (iii) the applicable Interest Period or
 Interest Periods requested and be accompanied
 by the Competitive Bid Fee. The Administrative Agent shall notify the Lenders
 of its receipt of a Competitive Bid Request and the contents thereof and
 invite the Lenders to submit
 Competitive Bids in response thereto. The Borrower may not request a Competitive Bid for more than four
 different Interest Periods per Competitive Bid Request and Competitive Bid Requests may be made no more
 frequently than six times every calendar month.

 
	
  

 	
  

 	
  

 
	
  

 	
           (c) Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in
 response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not
 later than 11:00 a.m. on the
 proposed date of the requested Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender,
 desire to submit a Competitive Bid
 it shall notify the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior
 to the time the other Lenders are required to submit their Competitive
 Bid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple
 Competitive Bids in response to a Competitive Bid Request. Any
 Competitive Bid must specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted,
 (ii) the minimum (which shall be
 not less than $10,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the
 requested Competitive Bid Loan or Loans
 as to which the Lender is willing to make and (iii) the applicable interest
 rate or rates and Interest Period or Interest Periods therefor. A
 Competitive Bid submitted by a Lender in
 accordance with the provisions hereof shall be irrevocable. The
 Administrative Agent shall promptly
 notify the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a
 copy of each of the Competitive Bids to the Borrower and each of the Lenders for its records as soon as
 practicable.

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) Acceptance
 of Competitive Bids. The Borrower may, in its sole discretion, subject only to the provisions of
 this subsection (d), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the
 Borrower shall give oral notification of its acceptance of any or all
 such Competitive Bids (which shall be

 


43









	
  

 	
  

 	
  

 
	
  

 	
 promptly confirmed in writing) to the Administrative Agent by 12:00
 noon on the proposed date of
 the Competitive Bid Loan; provided, however, (i) the failure by the Borrower to give timely
 notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) to the extent
 Competitive Bids are for comparable Interest Periods, the Borrower may accept
 Competitive Bids only in ascending order of rates, (iii) the aggregate
 amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the
 Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at a particular
 Competitive Bid Rate, but the amount of such bid or bids shall cause the total amount of bids to be accepted by the
 Borrower to be in excess of the amount specified in the Competitive
 Bid Request, then the Borrower shall accept
 a portion of such bid or bids in an amount equal to the amount specified in
 the Competitive Bid Request less the
 amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which
 acceptance in the case of multiple bids at such Competitive Bid Rate, shall
 be made pro rata in accordance with the amount of each such bid at
 such Competitive Bid Rate and (v) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a
 minimum principal amount of $10,000,000 and integral multiples of
 $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the
 provisions of clause (iv) of subsection (d) hereof, then in a minimum
 principal amount of $500,000 and integral multiples
 of $100,000 (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro
 rata allocation of acceptances of portions of multiple bids at a
 particular Competitive Bid Rate pursuant to clause (iv) of subsection (d) hereof, the amounts shall be
 rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of
 acceptance of a Competitive Bid
 given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not
 later than 1:00 p.m. on the proposed date
 of such Competitive Bid Loan, notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in
 what amount and at what Competitive Bid
 Rate), and each successful bidder will thereupon become bound, subject to the
 other applicable conditions hereof,
 to make the Competitive Bid Loan in respect of which its bid has been
 accepted.

 
	
  

 	
  

 	
  

 
	
  

 	
           (e)
 Funding of Competitive Bid Loans. Each Lender which is to make
 a Competitive Bid Loan shall make
 its Competitive Bid Loan available to the Administrative Agent by 2:00 p.m. on the date specified in the
 Competitive Bid Request by deposit
 of immediately available funds at the Agency Services Address or at such other
 address as the Administrative Agent may designate in writing. The
 Administrative Agent will, upon receipt,
 make the proceeds of such Competitive Bid Loans available to the
 Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
           (f)
 Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall mature and be due and payable
 in full on the last day of the Interest Period applicable thereto. Unless the
 Borrower shall give notice to the Administrative Agent otherwise (or repays such Competitive Bid Loan), or a Default
 or Event of Default exists and is continuing,
 the Borrower shall be deemed to have requested Revolving Loans from all of the
 Lenders (in the amount of the maturing Competitive Bid Loan and accruing
 interest at the Base Rate), the proceeds
 of which will be used to repay such Competitive Bid Loan.

 


44









	
  

 	
  

 
	
  

 	
           (g)
 Competitive
 Bid Loan Notes. The
 Competitive Bid Loans made by each Lender shall be evidenced by a duly
 executed promissory note of the Borrower to each Lender that requests a
 Competitive Bid Loan Note in substantially the form of Exhibit 2.5(g).

 
	
  

 	
  

 
	
  

 	
           2.6 [Intentionally Omitted].

 
	
  

 	
  

 
	
  

 	
           2.7
 Continuations
 and Conversions.

 



          Subject to the
terms below, the Borrower shall have the option, on any Business Day, to
continue existing Eurocurrency Rate Loans for a subsequent Interest Period, to
convert Base Rate Loans into Eurocurrency Rate Loans or to convert Eurocurrency
Rate Loans into Base Rate Loans. By no later than 11:00 a.m. (a) on
the date of the requested conversion of a Eurocurrency Rate Loan denominated in
Dollars to a Base Rate Loan or (b) three Business Days prior to the date of the
requested continuation of a Eurocurrency Rate Loan denominated in Dollars or
conversion of a Base Rate Loan to a Eurocurrency Rate Loan denominated in
Dollars or (c) four Business Days (or five Business Days in the case of a
Special Notice Currency) prior to the date of the requested continuation of a
Eurocurrency Rate Loan denominated in Alternative Currencies, the Borrower
shall provide telephonic notice to the Administrative Agent, followed promptly
by a written Notice of Continuation/Conversion, in the form of Exhibit 2.7 setting forth (i)
whether the Borrower wishes to continue or convert such Loans and (ii) if the
request is to continue a Eurocurrency Rate Loan or convert a Base Rate Loan to
a Eurocurrency Rate Loan, the Interest Period applicable thereto.
Notwithstanding anything herein to the contrary, (A) except as provided in
Section 3.11, Eurocurrency Rate Loans may only be continued or converted into
Base Rate Loans on the last day of the Interest Period applicable thereto, (B)
Eurocurrency Rate Loans may not be continued nor may Base Rate Loans be
converted into Eurocurrency Rate Loans during the existence and continuation of
a Default or an Event of Default, (C) any request to continue a Eurocurrency
Rate Loan that fails to comply with the terms hereof or any failure to request
a continuation of a Eurocurrency Rate Loan at the end of an Interest Period
shall constitute a conversion to a Base Rate Loan on the last day of the applicable
Interest Period provided, however, that in the case of
a failure to timely request a continuation of Eurocurrency Rate Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of
one month, and (D) any failure to state the Interest Period with respect to the
continuation of a Eurocurrency Rate Loan or
the conversion of a Base Rate Loan to a Eurocurrency Rate Loan shall
constitute a request for a one month Interest Period. No Revolving Loans may be
converted into or continued as a Revolving Loan denominated in a different
currency, but instead must be prepaid in the original currency of such
Revolving Loan and reborrowed in the other currency. It is understood and
agreed that Competitive Bid Loans and Swing Line Loans may not be continued or
converted. 


	
  

 	
  

 
	
  

 	
 2.8 Minimum Amounts.

 



          Each
request for a borrowing, conversion or continuation shall be subject to the
requirements that (a) each Eurocurrency Rate Loan and each Competitive Bid Loan
shall be in a minimum amount of $10,000,000 and in integral multiples of
$1,000,000 in excess thereof, (b) each Base Rate Loan shall be in a minimum
amount of the lesser of $5,000,000 (and in integral multiples of $1,000,000 in
excess thereof) or the remaining amount available under the Revolving Committed



45





Amount, (c)
each Swing Line Loan shall be in a minimum amount of the lesser of $1,000,000
(and in integral multiples of $100,000 in excess thereof) or the remaining
amount available under the Swing Line Committed Amount and (d) no more than ten
Eurocurrency Rate Loans shall be outstanding hereunder at any one time. For the
purposes of this Section 2.8, all Eurocurrency Rate Loans with the same
Interest Periods that begin and end on the same date shall be considered as one
Eurocurrency Rate Loan, but Eurocurrency Rate Loans with different Interest
Periods, even if they begin on the same date, shall be considered as separate
Eurocurrency Rate Loans. 


SECTION 3


GENERAL PROVISIONS APPLICABLE 

TO LOANS AND LETTERS OF CREDIT


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.1 Interest.

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Interest Rate. Subject to Section 3.1(b), (i) all Base Rate Loans
 shall accrue interest at the Base Rate, (ii) all Eurocurrency Rate Loans
 shall accrue interest at the Eurocurrency Rate plus the Applicable Percentage
 plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent
 from a Lending Office in the United Kingdom or a Participating Member State)
 the Mandatory Cost, (iii) all Swing Line Loans shall accrue interest at the
 Base Rate and (iv) all Competitive Bid Loans shall accrue interest at the
 applicable Competitive Bid Rate with respect to each Competitive Bid Loan. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 Default Rate of Interest. Upon the occurrence, and during the
 continuation, of an Event of Default pursuant to Section 9.1(a) and (k), the
 principal of and, to the extent permitted by law, interest on the Loans and
 any other amounts owing hereunder or under the other Credit Documents
 (including without limitation fees and expenses) shall bear interest, payable
 on demand, at a per annum rate equal to 2% plus the rate which would
 otherwise be applicable (or if no rate is applicable, then the Base Rate plus
 two percent (2%) per annum). 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 Interest Payments. Except as set forth in clause (b) above, interest
 on Loans shall be due and payable in arrears on each Interest Payment Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2 Place
 and Manner of Payments. 

 



          All
payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable
Agency Services Address in Dollars and in Same Day Funds not later than 2:00
p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrower hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Agency Services Address in such Alternative
Currency and in Same Day Funds not later than the Applicable Time specified by
the Administrative Agent on the dates 


46





specified
herein. Without limiting the generality of the foregoing, the Administrative
Agent may require that any payments due under this Agreement be made in the
United States. If, for any reason, any Borrower is prohibited by any Law from
making any required payment hereunder in an Alternative Currency, such Borrower
shall make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to
each Lender its pro rata share of such payment (based upon the applicable Commitments
of the Lenders) in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent (i) after
2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable
Time specified by the Administrative Agent in the case of payments in an
Alternative Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by any Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be. 


	
  

 	
  

 
	
  

 	
           3.3
 Prepayments.

 
	
  

 	
  

 
	
  

 	
           (a)
 Voluntary Prepayments. The Borrower shall have the right to
 prepay Loans in whole or in part from time to time without premium or
 penalty; provided, however, that (i) (A)
 Eurocurrency Rate Loans denominated in Dollars may only be prepaid on three
 Business Days’ prior written notice to the Administrative Agent, (B)
 Eurocurrency Rate Loans denominated in Alternative Currencies may only be
 prepaid on four Business Days’ prior written notice to the Administrative
 Agent, (C) Eurocurrency Rate Loans denominated in Special Notice Currencies
 may only be prepaid on five Business Days’ prior written notice to the
 Administrative Agent and (D) Base Rate Loans may be prepaid on same-day prior
 written notice to the Administrative Agent, (ii) each such partial prepayment
 of Eurocurrency Rate Loans or Base Rate Loans shall be in the minimum
 principal amount of $5,000,000 and integral multiples of $1,000,000, (iii)
 each such partial prepayment of Swing Line Loans shall be in the minimum
 principal amount of $1,000,000 and integral multiples of $100,000 and (iv)
 Competitive Bid Loans may not be prepaid unless a breakage fee equal to the
 amount of damages suffered by the Lender (other than loss of anticipated
 profits) whose Competitive Bid Loan is prepaid is paid to such Lender (as determined
 by such Lender in its reasonable discretion). Amounts prepaid pursuant to
 this Section 3.3(a) shall be applied as the Borrower may elect; however, if the Borrower fails to
 specify, such prepayment will be applied in the manner set forth in Section
 3.3(d) below. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Mandatory Prepayments. If at any time (i) the sum of the
 aggregate amount of the Dollar Equivalent of outstanding Revolving Loans plus
 the aggregate amount of outstanding LOC Obligations plus the aggregate amount
 of outstanding Competitive Bid Loans plus the aggregate amount of outstanding
 Swing Line Loans exceeds the Revolving Committed Amount, (ii) the aggregate
 amount of outstanding Swing Line Loans exceeds the Swing Line Committed
 Amount, (iii) the aggregate amount of outstanding LOC Obligations exceeds the
 LOC Committed Amount or (iv) the amount of outstanding Competitive Bid Loans
 exceeds $500,000,000, the Borrower shall immediately make a principal payment
 to the Administrative Agent (or with respect to LOC Obligations an amount to
 be held as cash collateral) in a manner and in an

 


47









	
  

 	
  

 
	
  

 	
 amount
 necessary to be in compliance with Sections 2.1, 2.2, 2.3, 2.4 and 2.5, as
 applicable and as directed by the Administrative Agent (any such prepayment
 with respect to clause (i) above to be applied as set forth in Section 3.3(c)
 below). 

 
	
  

 	
  

 
	
  

 	
           (c)
 Scheduled Repayment of Term Loans. Commencing on the last day of the
 first full fiscal quarter following the Closing Date, the Borrower shall
 repay the aggregate outstanding principal amount of all Term Loans, in equal
 quarterly installments, in each of the relevant one-year periods (each an “Annual
 Period”) following the Closing Date set forth in the grid below in an
 amount equal to the product of (i) the percentage set forth opposite such
 Annual Period in the grid below (the “Repayment Percentage”) and (ii)
 the Term Loan Committed Amount: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Annual
 Period

 	
  

 	
 Repayment Percentage

 of Term Loan

 Committed Amount

 	
  

 
	

 


 	
  

 	

 


 	

 


 	
  

 
	
 First Year

 	
  

 	
 5

 	
 %

 	
  

 
	
 Second Year

 	
  

 	
 5

 	
 %

 	
  

 
	
 Third Year

 	
  

 	
 10

 	
 %

 	
  

 
	
 Fourth Year

 	
  

 	
 10

 	
 %

 	
  

 
	
 Fifth Year

 	
  

 	
 70

 	
 %

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
           (d)
 Application of Prepayments. All amounts paid pursuant to Sections
 3.3(a) and 3.3(b)(i), if the Borrower has not otherwise elected an
 application of such amounts as contemplated in Section 3.3(a), shall be
 applied first to Term Loans (with the amount of such prepayment of the
 Term Loans being applied to the remaining Term Loan amortization payments,
 pro rata in accordance with the amount of each such remaining Term Loan
 amortization payment), second, once all Term Loans have been repaid in
 full, to Swing Line Loans, third, to Revolving Loans (first to Base
 Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest
 Period Maturities), fourth, pro rata, to Competitive Bid Loans and fifth
 to a cash collateral account in respect of LOC Obligations. All prepayments
 under this Section 3.3 shall be subject to Section 3.14. 

 
	
  

 	
  

 
	
  

 	
           3.4
 Fees. 

 
	
  

 	
  

 
	
  

 	
           (a)
 Facility Fees. In consideration of the commitments under the Revolving
 Credit Facility being made available by the Lenders hereunder, the Borrower
 agrees to pay to the Administrative Agent a per annum fee (the “Facility
 Fee”) for the pro rata benefit of each Lender (based upon such Lender’s
 pro rata committed portion of the Revolving Committed Amount), which Facility
 Fee shall be calculated by multiplying, at any time of determination, the
 Applicable Percentage then in effect for the Facility Fee, by the daily
 average amount of the Revolving Committed Amount (whether or not drawn 

 


48









	
  

 	
  

 	
  

 
	
  

 	
 or available to be drawn)
 during the fiscal quarter or other relevant period for which such Facility
 Fee is being calculated. The Facility Fee shall accrue from the Closing Date
 and shall be due and payable in arrears on the last day of each fiscal
 quarter of the Borrower for such fiscal quarter, or period ended thereon, and
 on the Maturity Date, with the first such payment to be made on the last day
 of the first full fiscal quarter following the Closing Date. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Letter of Credit
 Fees. 

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Letter of Credit Fees. In consideration of the issuance of Letters of Credit hereunder, the
 Borrower agrees to pay to the Issuing Lender, for the pro rata benefit of
 each Lender (based on each Lender’s Revolving Loan Commitment Percentage), a
 per annum fee (the “Letter
 of Credit Fees”) for each
 standby Letter of Credit equal to the Applicable Percentage for Standby
 Letter of Credit Fees on the average daily maximum amount available to be
 drawn under each such Letter of Credit (whether or not such maximum amount is
 then in effect under such Letter of Credit) from the date of issuance to the
 date of expiration. The Letter of Credit Fees will be payable in arrears on
 the last day of each fiscal quarter of the Borrower for such fiscal quarter,
 or period ended thereon, and on the Maturity Date, with the first such
 payment to be made on the last day of the first full fiscal quarter following
 the Closing Date.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to
 subsection (i) above, the Borrower shall pay to the Issuing Lender for its
 own account, without sharing by the other Lenders, (A) the customary,
 incidental and/or out of pocket charges from time to time to the Issuing Lender
 for its services in connection with the issuance, amendment, payment,
 transfer, administration, cancellation and conversion of, and drawings under,
 Letters of Credit and (B) with respect to each standby Letter of Credit, a
 standby letter of credit fronting fee of .125% per annum of the face amount
 of each Letter of Credit payable quarterly on the tenth day following each
 fiscal quarter of the Borrower and on the Maturity Date (collectively, the “Issuing Lender Fees”). 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 Administrative Fees. The Borrower agrees to pay to the Administrative Agent, for its own
 account, an annual fee as agreed to between the Borrower and the
 Administrative Agent as set forth in the Fee Letter. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)
 Ticking Fee. If the Closing Date has not occurred on or before the 90th
 day following the date hereof, the Borrower agrees to pay to the
 Administrative Agent a per annum fee for the pro rata benefit of each Lender
 (based upon such Lender’s pro rata portion of the Term Loan Committed Amount
 and the Revolving Committed Amount). Such fee shall begin to accrue on the 91st
 day following the date hereof (if the Closing Date shall not have occurred
 prior to such date) and shall be calculated by multiplying, at any time of
 determination, .08% by the aggregate amount of the Term Loan
 Committed Amount and the Revolving Committed Amount. If the Closing Date has
 not occurred on

 


49









	
  

 	
  

 
	
  

 	
 or before the 90th
 day following the date hereof, such fee shall be payable on the earlier of
 (i) the Closing Date and (ii) the Termination Date. 

 
	
  

 	
  

 
	
  

 	
           3.5
 Payment in full at Maturity.

 



          On
the Maturity Date, the entire outstanding principal balance of all Loans and
all LOC Obligations, together with accrued but unpaid interest and all other
sums owing with respect thereto, shall be due and payable in full, unless
accelerated sooner pursuant to Section 9. 


	
  

 	
  

 
	
  

 	
           3.6
 Computations of Interest and Fees.

 
	
  

 	
  

 
	
  

 	
           (a)
 Except for Base Rate Loans and Swing Line Loans that are based upon the Prime
 Rate, in which case interest shall be computed on the basis of the actual
 number of days elapsed over a year of 365 or 366 days, as the case may be,
 all computations of interest and fees hereunder shall be made on the basis of
 the actual number of days elapsed over a year of 360 days, or, in the case of
 interest in respect of Loans denominated in Alternative Currencies as to
 which market practice differs from the foregoing, in accordance with such
 market practice. Interest shall accrue from and include the date of borrowing
 (or continuation or conversion) but exclude the date of payment. 

 
	
  

 	
  

 
	
  

 	
           (b)
 It is the intent of the Lenders and the Credit Parties to conform to and
 contract in strict compliance with applicable usury law from time to time in
 effect. All agreements between the Lenders and the Credit Parties are hereby
 limited by the provisions of this paragraph which shall override and control
 all such agreements, whether now existing or hereafter arising and whether
 written or oral. In no way, nor in any event or contingency (including but
 not limited to prepayment or acceleration of the maturity of any obligation),
 shall the interest taken, reserved, contracted for, charged, or received
 under this Credit Agreement, under the Notes or otherwise, exceed the maximum
 nonusurious amount permissible under applicable law. If, from any possible
 construction of any of the Credit Documents or any other document, interest
 would otherwise be payable in excess of the maximum nonusurious amount, any
 such construction shall be subject to the provisions of this paragraph and
 such documents shall be automatically reduced to the maximum nonusurious
 amount permitted under applicable law, without the necessity of execution of
 any amendment or new document. If any Lender shall ever receive anything of
 value which is characterized as interest on the Loans under applicable law
 and which would, apart from this provision, be in excess of the maximum
 nonusurious amount, an amount equal to the amount which would have been
 excessive interest shall, without penalty, be applied to the reduction of the
 principal amount owing on the Loans and not to the payment of interest, or
 refunded to the Borrower or the other payor thereof if and to the extent such
 amount which would have been excessive exceeds such unpaid principal amount
 of the Loans. The right to demand payment of the Loans or any other
 Indebtedness evidenced by any of the Credit Documents does not include the
 right to accelerate the payment of any interest which has not otherwise
 accrued on the date of such demand, and the Lenders do not intend to charge
 or receive any unearned interest in the event of such demand. All interest
 paid or agreed to be paid to the Lenders with respect to the Loans shall, to
 the extent permitted 

 


50









	
  

 	
  

 
	
  

 	
 by
 applicable law, be amortized, prorated, allocated, and spread throughout the
 full stated term (including any renewal or extension) of the Loans so that
 the amount of interest on account of such Indebtedness does not exceed the
 maximum nonusurious amount permitted by applicable law. 

 
	
  

 	
  

 
	
  

 	
           3.7 Pro Rata Treatment. 

 
	
  

 	
  

 
	
  

 	
 Except to
 the extent otherwise provided herein: 

 
	
  

 	
  

 
	
  

 	
           (a)
 Revolving Loans. Each Revolving Loan borrowing (including, without
 limitation, each Mandatory Borrowing), each payment or prepayment of
 principal of any Revolving Loan, each payment of fees (other than the Issuing
 Lender Fees retained by the Issuing Lender for its own account and the
 Administrative Fees retained by the Administrative Agent for its own account),
 each reduction of the Revolving Committed Amount, and each conversion or
 continuation of any Revolving Loan, shall (except as otherwise provided in
 Section 3.11) be allocated pro rata among the relevant Lenders in accordance
 with the respective Revolving Loan Commitment Percentages of such Lenders, as
 applicable, (or, if the Commitments of such Lenders have expired or been
 terminated, in accordance with the respective principal amounts of the
 outstanding Revolving Loans and Participation Interests of such Lenders); provided
 that, if any Lender shall have failed to pay its applicable pro rata share of
 any Revolving Loan, then any amount to which such Lender would otherwise be
 entitled pursuant to this subsection (a) shall instead be payable to the
 Administrative Agent until the share of such Loan not funded by such Lender
 has been repaid; provided further, that in the event any amount
 paid to any Lender pursuant to this subsection (a) is rescinded or must
 otherwise be returned by the Administrative Agent, each Lender shall, upon
 the request of the Administrative Agent, repay to the Administrative Agent
 the amount so paid to such Lender, with interest for the period commencing on
 the date such payment is returned by the Administrative Agent until the date
 the Administrative Agent receives such repayment at a rate per annum equal
 to, during the period to but excluding the date two Business Days after such
 request, the Federal Funds Rate, and thereafter, the Base Rate plus two
 percent (2%) per annum; and 

 
	
  

 	
  

 
	
  

 	
           (b)
 Letters of Credit. Each payment of unreimbursed drawings in respect of
 LOC Obligations shall be allocated to each Participant pro rata in accordance
 with its Revolving Loan Commitment Percentage; provided that, if any
 Participant shall have failed to pay its applicable pro rata share of any
 drawing under any Letter of Credit, then any amount to which such Participant
 would otherwise be entitled pursuant to this subsection (b) shall instead be
 payable to the Issuing Lender until the share of such unreimbursed drawing
 not funded by such Lender has been repaid; provided further,
 that in the event any amount paid to any Participant pursuant to this
 subsection (b) is rescinded or must otherwise be returned by the Issuing
 Lender, each Participant shall, upon the request of the Issuing Lender, repay
 to the Administrative Agent for the account of the Issuing Lender the amount
 so paid to such Participant, with interest for the period commencing on the
 date such payment is returned by the Issuing Lender until the date the
 Issuing Lender receives such repayment at a rate per annum equal to, during
 the period to 

 


51









	
  

 	
  

 
	
  

 	
 but
 excluding the date two Business Days after such request, the Federal Funds
 Rate, and thereafter, the Base Rate plus two percent (2%) per annum. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Swing Line Loans. The Swing Line Lender shall receive, for its own
 account, all payments or prepayments of principal and interest with respect
 to the Swing Line Loans; provided, however, upon the funding of the
 Participants’ participation interests with respect to a Swing Line Loan
 pursuant to Section 2.4(c), such Participants shall be entitled to receive
 their pro rata share of any payment or prepayment of principal and interest
 with respect to such Swing Line Loan. 

 
	
  

 	
  

 
	
  

 	
           3.8
 Sharing of Payments. 

 



          The
Lenders agree among themselves that, except to the extent otherwise provided
herein, in the event that any Lender shall obtain payment in respect of any
Loan, unreimbursed drawing with respect to any LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the
exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a
secured claim under Section 506 of the Bankruptcy Code or other security or
interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
pay in cash or purchase from the other Lenders a participation in such Loans,
LOC Obligations, and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all
Lenders share such payment in accordance with their respective ratable shares
as provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker’s lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by payment in cash or a
repurchase of a participation theretofore sold, return its share of that
benefit (together with its share of any accrued interest payable with respect
thereto) to each Lender whose payment shall have been rescinded or otherwise
restored. The Borrower agrees that any Lender so purchasing such a participation
may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker’s lien or counterclaim, with respect to such
participation as fully as if such Lender were a holder of such Loan, LOC
Obligation or other obligation in the amount of such participation. Except as
otherwise expressly provided in this Credit Agreement, if any Lender or the
Administrative Agent shall fail to remit to any other Lender an amount payable
by such Lender or the Administrative Agent to such other Lender pursuant to
this Credit Agreement on the date when such amount is due, such payments shall
be made together with interest thereon for each date from the date such amount
is due until the date such amount is paid to the Administrative Agent or such
other Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.8 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.8 to share in the benefits of any recovery on such secured claim. 


52






                    3.9
Capital Adequacy/Regulation D. 


          (a)
If, after the date thereof, any Lender determines that the introduction after
the Closing Date of any law, rule or regulation or other Requirement of Law
regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has or
would have the effect of reducing the rate of return on the capital or assets
of such Lender or any corporation controlling such Lender as a consequence of
such Lender’s obligations hereunder (taking into consideration its policies
with respect to capital adequacy and such Lender’s desired return on capital),
then from time to time upon demand of such Lender (with a copy of such demand
to the Administrative Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such reduction. 


          (b)
The Borrower shall pay to each Lender, as long as such Lender shall be required
under regulations of the Board of Governors of the Federal Reserve System of
the United States of America to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency Liabilities”), additional interest on the unpaid principal
amount of each Eurocurrency Rate Loan equal to (i) (A) the applicable
Eurocurrency Rate divided by (B) one minus the Eurocurrency Reserve Percentage minus (ii) the applicable Eurocurrency Rate. Such
additional interest shall be due and payable on each date on which interest is
payable on such Loan; provided the Borrower shall have received at least five days’ prior notice
(with a copy to the Administrative Agent) of such additional interest from such
Lender. If a Lender fails to give notice five days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable five
days from the receipt by the Borrower of such notice. 


                    3.10
Inability
To Determine Interest Rate.


          If
the Administrative Agent determines (which determination shall be conclusive
and binding upon the Borrower) in connection with any request for a
Eurocurrency Rate Loan or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the applicable offshore
Dollar market for the applicable amount and Interest Period of such
Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurocurrency Rate for such Eurocurrency Rate Loan, or (c) the
Eurocurrency Rate for such Eurocurrency Rate Loan does not adequately and
fairly reflect the cost to the Lenders of funding such Eurocurrency Rate Loan,
the Administrative Agent will promptly notify the Borrower and all the Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans shall be suspended until the Administrative Agent revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending Notice of
Borrowing or Notice of Continuation/Conversion with respect to Eurocurrency
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a borrowing of or conversion into a Base Rate Loan in the amount
specified therein. 


                    3.11
Illegality.


          If
any Lender determines that any Requirement of Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund Eurocurrency Rate
Loans, or materially restricts the authority 


53





of such Lender
to purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency
Rate Loans shall be suspended until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period thereof, if such Lender
may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay interest on the amount so prepaid or converted, together with
any amounts due with respect thereto pursuant to Section 3.14. Each Lender
agrees to designate a different Lending Office if such designation will avoid
the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender. 


                    3.12
Requirements of Law. 


          If
any Lender determines that as a result of the introduction of or any change in,
or in the interpretation of, any Requirement of Law, or such Lender’s
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or
(as the case may be) issuing or participating in Letters of Credit, or a
reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other
Taxes (as to which Section 3.13 shall govern) and (ii) reserve requirements
utilized in the determination of the Eurocurrency Rate), then from time to
time, within 10 days of demand of such Lender (with a copy of such demand to
the Administrative Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such increased cost or
reduction in yield. 


                    3.13
Taxes. 


	
  

 	
  

 
	
  

 	
           (a)
 Any and all payments by or on behalf of a Credit Party to or for the account
 of the Administrative Agent or any Lender under any Credit Document shall be
 made free and clear of and without deduction for any and all present or
 future income, stamp or other taxes, duties, levies, imposts, deductions,
 assessments, fees, withholdings or similar charges, and all liabilities with
 respect thereto, but excluding, in the case of the Administrative Agent and
 each Lender, any branch profit taxes or taxes imposed on or measured by its
 net income, and franchise taxes imposed on it (in lieu of net income taxes),
 by the jurisdiction (or any political subdivision thereof) under the laws of
 which the Administrative Agent or such Lender, as the case may be, is organized
 or maintains its Lending Office (all such non-excluded present or future
 income, stamp or other taxes, duties, levies, imposts, deductions,
 assessments, fees, withholdings or similar charges, and liabilities being
 hereinafter referred to as “Taxes”). If a Credit Party shall be required by any
 Requirement of Law to deduct any Taxes from or in respect of any sum payable
 under any Credit Document to the Administrative Agent or any Lender, (i) the
 sum 

 


54









	
  

 	
  

 
	
  

 	
 payable shall be increased
 as necessary so that after making all required deductions (including
 deductions applicable to additional sums payable under this Section 3.13(a)),
 the Administrative Agent or such Lender, as the case may be, receives an
 amount equal to the sum it would have received had no such deductions been
 made, (ii) such Credit Party shall make such deductions, (iii) such Credit
 Party shall pay the full amount deducted to the relevant taxation authority
 or other Governmental Authority in accordance with applicable Requirements of
 Law, and (iv) within 30 days after the date of such payment, such Credit
 Party shall furnish to the Administrative Agent (which shall forward the same
 to such Lender) the original or a certified copy of a receipt evidencing
 payment thereof, to the extent such receipt is issued therefor, or other
 written proof of payment thereof that is reasonably satisfactory to the
 Administrative Agent. 

 
	
  

 	
  

 
	
  

 	
           (b)
 In addition, each Credit Party agrees to pay any and all present or future
 stamp, court or documentary taxes and any other excise or property taxes or
 charges or similar levies which arise from any payment made under any Credit
 Document or from the execution, delivery, performance, enforcement or
 registration of, or otherwise with respect to, any Credit Document
 (hereinafter referred to as “Other Taxes”). 

 
	
  

 	
  

 
	
  

 	
           (c)
 If a Credit Party shall be required to deduct or pay any Taxes or Other Taxes
 from or in respect of any sum payable under any Credit Document to the
 Administrative Agent or any Lender, such Credit Party shall also pay to the
 Administrative Agent (for the account of such Lender) or to such Lender, at
 the time interest is paid, such additional amount that such Lender reasonably
 specifies by written notice to such Credit Party as necessary to preserve the
 after-tax yield (after factoring in all taxes, including taxes imposed on or
 measured by net income) such Lender would have received if such Taxes or
 Other Taxes had not been imposed; provided that if
 such Lender fails to provide such notice to such Credit Party before the date
 which is five days prior to the date such interest is paid, such Credit Party
 shall pay at the time such interest is paid such amount as such Credit Party
 reasonably estimates will preserve such Lender’s after-tax yield (after
 factoring in only such Taxes or Other Taxes) and pay the balance within five
 days after receiving such notice. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Each Credit Party agrees to indemnify the Administrative Agent and each
 Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes
 or Other Taxes imposed or asserted by any jurisdiction on amounts payable
 under this Section 3.13(d)) paid by the Administrative Agent and such Lender,
 and (ii) any liability (including penalties, interest and reasonable expenses)
 arising therefrom or with respect thereto. 

 
	
  

 	
  

 
	
  

 	
           (e)
 In the case of any payment hereunder or under any other Credit Document by or
 on behalf of a Credit Party through an account or branch outside the United
 States, or on behalf of a Credit Party by a payor that is not a United States
 person, if such Credit Party determines that no taxes are payable in respect
 thereof, such Credit Party shall furnish, or shall cause such payor to
 furnish, to the Administrative Agent, an opinion of counsel reasonably
 acceptable to the Administrative Agent stating that such payment is exempt
 from Taxes. For purposes of this subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Code. 

 


55









	
  

 	
  

 
	
  

 	
           (f)
 Each Lender that is a foreign corporation, foreign partnership or foreign
 trust within the meaning of the Code shall deliver to the Administrative
 Agent, prior to receipt of any payment subject to withholding under the Code,
 two duly signed completed copies of either IRS Form W-8BEN or any successor
 thereto (relating to such Lender and entitling it to an exemption from, or
 reduction of, withholding tax on all payments to be made to such Lender by
 the Credit Parties pursuant to this Credit Agreement) or IRS Form W-8ECI or
 any successor thereto (relating to all payments to be made to such Lender by
 a Credit Party pursuant to this Credit Agreement), as appropriate, or such
 other evidence satisfactory to the Borrower and the Administrative Agent that
 such Lender is entitled to an exemption from, or reduction of, United States
 withholding tax. Upon the request of the Administrative Agent or the
 Borrower, each Lender that is a “United States person” within the meaning of
 Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two
 duly signed completed copies of IRS Form W-9 or any successor thereto or such
 other evidence satisfactory to the Borrower and the Administrative Agent that
 such Lender is entitled to an exemption from, or reduction of, United States
 withholding tax. Thereafter and from time to time, each such Lender shall (i)
 promptly submit to the Administrative Agent such additional duly completed
 and signed copies of one of such forms (or such successor forms as shall be
 adopted from time to time by the relevant United States taxing authorities),
 as appropriate, as may reasonably be requested by the Borrower or the
 Administrative Agent and then be available under then current United States
 laws and regulations to avoid, or such evidence as is satisfactory to the
 Borrower and the Administrative Agent of any available exemption from or
 reduction of, United States withholding taxes in respect of all payments to
 be made to such Lender by the Borrower pursuant to this Credit Agreement,
 (ii) promptly notify the Administrative Agent of any change in circumstances
 which would modify or render invalid any claimed exemption or reduction (or
 it is determined the earlier claimed exemption was incorrectly claimed for
 any reason), and (iii) take such steps as shall not be materially
 disadvantageous to it, in the reasonable judgment of such Lender, and as may
 be reasonably necessary (including the re-designation of its Lending Office)
 to avoid any Requirement of Law that the Credit Parties make any deduction or
 withholding for taxes from amounts payable to such Lender. If the forms or
 other evidence provided by such Lender at the time such Lender first becomes
 a party to this Credit Agreement indicate a United States interest withholding
 tax rate in excess of zero, withholding tax at such rate shall be considered
 excluded from Taxes for purpose of any indemnity or gross up unless and until
 such Lender provides the appropriate forms certifying that a lesser rate
 applies, whereupon withholding tax at such lesser rate only shall be
 considered excluded from Taxes for periods governed by such forms; provided,
 however, that, if at the date of any assignment pursuant to which a
 Lender becomes a party to this Credit Agreement, the Lender assignor was
 entitled to payments under subsection (a) of this Section 3.13 in respect of
 United States withholding tax with respect to interest paid at such date,
 then, to such extent, the term Taxes shall include (in addition to
 withholding taxes that may be imposed in the future or other amounts
 otherwise includable in Taxes) United States withholding tax, if any,
 applicable with respect to the Lender assignee on such date. If such Lender
 fails to deliver the above forms or other evidence, then the Borrower or the
 Administrative Agent may withhold from any interest payment to such Lender an
 amount equal to the applicable withholding 

 


56









	
  

 	
  

 
	
  

 	
 tax imposed
 by the Code, without reduction. If any Governmental Authority asserts that
 the Borrower or the Administrative Agent did not properly withhold any tax or
 other amount from payments made in respect of such Lender, such Lender shall
 indemnify the Borrower or the Administrative Agent therefor, including all
 penalties and interest, any taxes imposed by any jurisdiction on the amounts
 payable to the Borrower or the Administrative Agent under this Section
 3.13(f), and costs and expenses (including Attorney Costs) of the Borrower or
 the Administrative Agent. For any period with respect to which a Lender has
 failed to provide the Administrative Agent with the above forms or other
 evidence (other than if such failure is due to a change in the applicable
 law, or in the interpretation or application thereof, occurring after the
 date on which such form or other evidence originally was required to be
 provided or if such form or other evidence otherwise is not required), such
 Lender shall not be entitled to indemnification under subsection (d) of this
 Section 3.13 nor shall the Credit Party be required to deduct or withhold
 under subsections (a) or (c) of this Section 3.13 with respect to Taxes
 imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes
 because of its failure to deliver such form or other evidence required hereunder,
 the Borrower shall take such steps as such Lender shall reasonably request to
 assist such Lender in recovering such Taxes. The obligation of the Lenders
 under this Section 3.13(f) shall survive the payment of all Credit Party
 Obligations and the resignation or replacement of the Administrative Agent. 

 
	
  

 	
  

 
	
  

 	
           (g)
 In the event that an additional payment is made under Section 3.13(a) or (c)
 for the account of any Lender and such Lender, in its reasonable judgment,
 determines that it has finally and irrevocably received or been granted a
 credit against or release or remission for, or repayment of, any tax paid or
 payable by it in respect of or calculated with reference to the deduction or
 withholding giving rise to such payment, such Lender shall, to the extent
 that it determines that it can do so without prejudice to the retention of
 the amount of such credit, relief, remission or repayment, pay to the
 Borrower such amount as such Lender shall, in its reasonable judgment, have
 determined to be attributable to such deduction or withholding and which will
 leave such Lender (after such payment) in no worse position than it would
 have been in if the Borrower had not been required to make such deduction or
 withholding. Nothing herein contained shall interfere with the right of a
 Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige
 any Lender to claim any tax credit or to disclose any information relating to
 its tax affairs or any computations in respect thereof or require any Lender
 to do anything that would prejudice its ability to benefit from any other
 credits, reliefs, remissions or repayments to which it may be entitled. 

 
	
  

 	
  

 
	
  

 	
           3.14
 Compensation.

 



          Upon
the written demand of any Lender, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of: 


	
  

 	
  

 
	
  

 	
           (a)
 any continuation, conversion, payment or prepayment of any Eurocurrency Rate
 Loan on a day other than the last day of the Interest Period for such 

 


57









	
  

 	
  

 
	
  

 	
 Eurocurrency Rate Loan
 (whether voluntary, mandatory, automatic, by reason of acceleration, or
 otherwise); or 

 
	
  

 	
  

 
	
  

 	
           (b)
 any failure by the Borrower (for a reason other than the failure of such Lender
 to make a Eurocurrency Rate Loan) to prepay, borrow, continue or convert any
 Eurocurrency Rate Loan on the date or in the amount previously requested by
 the Borrower; or 

 
	
  

 	
  

 
	
  

 	
           (c)
 any repayment of a Competitive Bid Loan on a date which is not the last day
 of the Interest Period applicable thereto or any failure by the Borrower to
 borrow a Competitive Bid Loan on the date in the amount previously agreed to
 by the Borrower; or 

 



                    (d)
any assignment required pursuant to Section 2.2(e)(iii), Section 3.17 or
Section 11.6. 


The amount each such Lender
shall be compensated pursuant to this Section 3.14 shall include, without
limitation, (i) any loss incurred by such Lender in connection with the
re-employment of funds prepaid, repaid, not borrowed or paid, as the case may
be and (ii) any reasonable out-of-pocket expenses (including Attorney Costs)
incurred and reasonably attributable thereto. 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.14, each
Lender may deem that it funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Eurocurrency Rate Loan by a matching deposit or
other borrowing in the applicable offshore interbank markets for such currency
for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded. 


                    3.15
Determination and Survival of Provisions. 


          All
determinations by the Administrative Agent or a Lender of amounts owing under
Sections 3.9 through 3.14, inclusive, shall, absent manifest error, be
conclusive and binding on the parties hereto. In determining such amount, the
Administrative Agent or such Lender may use any reasonable averaging and
attribution methods. Section 3.9 through 3.14, inclusive, shall survive the
termination of this Credit Agreement and the payment of all Credit Party
Obligations. 


                    3.16
Notification by Lenders. 


          Subject
to Section 3.13(c), each Lender shall notify the Borrower (and any applicable
Credit Party) of any event that will entitle such Lender to compensation under
Section 3.9, 3.12, 3.13 or 3.14 as promptly as practicable, but in any event
within 90 days after such Lender obtains actual knowledge thereof; provided,
however, that if any
Lender fails to give such notice within 90 days after it obtains actual
knowledge of such an event, such Lender shall, with respect to compensation
payable pursuant to Section 3.9, 3.12, 3.13 or 3.14 in respect of any costs
resulting from such event, only be entitled to payment under Section 3.9, 3.12,
3.13 or 3.14 for costs incurred from and after the date 90 days prior to the
date that such Lender gives such notice. If requested by the Borrower, each
Lender will furnish to Borrower within ten Business Days of the time the Lender
requests compensation under Section 3.9, 3.12, 3.13 or 3.14, a certificate
setting forth the basis, amount and reasonable detail of computation of each
request by such Lender for 


58





compensation under
Section 3.9, 3.12, 3.13 or 3.14, which certificate shall, except for
demonstrable error, be final, conclusive and binding for all purposes. 


                    3.17
Mitigation; Mandatory Assignment.


          Each
Lender shall use reasonable efforts to avoid or mitigate any increased cost or
suspension of the availability of an interest rate under Sections 3.9 through
3.14 above to the greatest extent practicable (including transferring the Loans
to another Lending Office or Affiliate of a Lender) unless, in the reasonable
opinion of such Lender, such efforts would be likely to have an adverse effect
upon it. In the event a Lender makes a request to the Borrower for additional
payments in accordance with Section 3.9, 3.11, 3.12, 3.13 or 3.14, then, provided that no Default or Event of
Default has occurred and is continuing at such time, the Borrower may, at its
own expense (such expense to include, without limitation, any transfer fee
payable to the Administrative Agent under Section 11.3(b)) and in its sole
discretion, require such Lender to transfer and assign in whole (but not in
part), without recourse (in accordance with and subject to the terms and
conditions of Section 11.3(b)), all of its interests, rights and obligations
under this Credit Agreement to an Eligible Assignee which shall assume such
assigned obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that
(a) such assignment shall not conflict with any law, rule or regulation or
order of any court or other Governmental Authority and (b) the Borrower or such
assignee shall have paid to the assigning Lender in immediately available funds
the principal of and interest accrued to the date of such payment on the
portion of the Loans hereunder held by such assigning Lender and all other
amounts owed to such assigning Lender hereunder, including amounts owed
pursuant to Sections 3.9 through 3.14 hereof. 


SECTION 4


GUARANTY 


                    4.1 Guaranty of Payment.


          Subject
to Section 4.7 below, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Lender and the Administrative Agent the
prompt payment of the Credit Party Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise) and
the timely performance of all other obligations under the Credit Documents.
This Guaranty is a guaranty of payment and not of collection and is a
continuing guaranty and shall apply to all Credit Party Obligations whenever
arising. 


                    4.2 Obligations Unconditional. 


          The
obligations of the Guarantors hereunder are absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability
of any of the Credit Documents, or any other agreement or instrument referred
to therein, to the fullest extent permitted by applicable law, irrespective of
any other circumstance whatsoever which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor. Each Guarantor agrees
that this Guaranty may be enforced by the Lenders without the necessity at any
time of resorting to or exhausting any other security or collateral and without
the necessity at any time of having recourse to the Notes or


59





any other of the Credit
Documents or any collateral, if any, hereafter securing the Credit Party
Obligations or otherwise and each Guarantor hereby waives the right to require
the Lenders to proceed against the Borrower or any other Person (including a
co-guarantor) or to require the Lenders to pursue any other remedy or enforce
any other right. Each Guarantor further agrees that it shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor of the Credit Party Obligations for amounts paid under this
Guaranty until such time as the Lenders have been paid in full and all
Commitments under the Credit Agreement have been terminated. Each Guarantor
further agrees that nothing contained herein shall prevent the Lenders from
suing on the Notes or any of the other Credit Documents or foreclosing its
security interest in or Lien on any collateral, if any, securing the Credit
Party Obligations or from exercising any other rights available to it under
this Credit Agreement, the Notes, any other of the Credit Documents, or any
other instrument of security, if any, and the exercise of any of the aforesaid
rights and the completion of any foreclosure proceedings shall not constitute a
discharge of any of any Guarantor’s obligations hereunder; it being the purpose
and intent of each Guarantor that its obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Neither any
Guarantor’s obligations under this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower or by reason of the bankruptcy or insolvency of the
Borrower. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Credit Party Obligations and notice of or
proof of reliance of by the Administrative Agent or any Lender upon this
Guaranty or acceptance of this Guaranty. The Credit Party Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this
Guaranty. All dealings between the Borrower and any of the Guarantors, on the
one hand, and the Administrative Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guaranty. The Guarantors further agree to all rights of
set-off as set forth in Section 11.2. 


                    4.3
Modifications.


          Each
Guarantor agrees that (a) all or any part of the collateral, if any, now or
hereafter held for the Credit Party Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) the Lenders shall not have
any obligation to protect, perfect, secure or insure any such security
interests, liens or encumbrances now or hereafter held, if any, for the Credit
Party Obligations or the properties subject thereto; (c) the time or place of
payment of the Credit Party Obligations may be changed or extended, in whole or
in part, to a time certain or otherwise, and may be renewed or accelerated, in
whole or in part; (d) the Borrower and any other party liable for payment under
the Credit Documents may be granted indulgences generally; (e) any of the
provisions of the Notes or any of the other Credit Documents may be modified,
amended or waived; (f) any party (including any co-guarantor) liable for the
payment thereof may be granted indulgences or be released; and (g) any deposit
balance for the credit of the Borrower or any other party liable for the
payment of the Credit Party Obligations or liable upon any security therefor
may be released, in whole or in part, at, before or after the stated, extended
or accelerated maturity of the Credit Party Obligations, all without notice to
or further assent by such Guarantor, which shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release. 


60






                    4.4
Waiver of Rights.


          Each
Guarantor expressly waives to the fullest extent permitted by applicable law:
(a) notice of acceptance of this Guaranty by the Lenders and of all extensions
of credit to the Borrower by the Lenders; (b) presentment and demand for
payment or performance of any of the Credit Party Obligations; (c) protest and
notice of dishonor or of default (except as specifically required in the Credit
Agreement) with respect to the Credit Party Obligations or with respect to any
security therefor; (d) notice of the Lenders obtaining, amending, substituting
for, releasing, waiving or modifying any security interest, lien or
encumbrance, if any, hereafter securing the Credit Party Obligations, or the
Lenders’ subordinating, compromising, discharging or releasing such security
interests, liens or encumbrances, if any; and (e) all other notices to which
such Guarantor might otherwise be entitled. 


                    4.5
Reinstatement.


          The
obligations of the Guarantors under this Section 4 shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Credit Party Obligations is rescinded or must
be otherwise restored by any holder of any of the Credit Party Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and each Guarantor agrees that it will indemnify the Administrative
Agent and each Lender on demand for all reasonable costs and expenses (including,
without limitation, reasonable Attorney Costs) incurred by the Administrative
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law. 


                    4.6
Remedies.


          The
Guarantors agree that, as between the Guarantors, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, the Credit Party
Obligations may be declared to be forthwith due and payable as provided in
Section 9 (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 9) notwithstanding any stay, injunction
or other prohibition preventing such declaration (or preventing such Credit
Party Obligations from becoming automatically due and payable) as against any
other Person and that, in the event of such declaration (or such Credit Party
Obligations being deemed to have become automatically due and payable), such
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors. 


                    4.7
Limitation of Guaranty. 


          Notwithstanding
any provision to the contrary contained herein or in any of the other Credit
Documents, to the extent the obligations of any Guarantor shall be adjudicated
to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent
conveyances or transfers) then the obligations of such Guarantor hereunder
shall be limited to the maximum amount that is permissible under applicable law
(whether federal or state or otherwise and including, without limitation, the
Bankruptcy Code). 


61





                    4.8
Rights of Contribution. 


          The
Credit Parties agree among themselves that, in connection with payments made
hereunder, each Credit Party shall have contribution rights against the other
Credit Parties as permitted under applicable law. Such contribution rights
shall be subordinate and subject in right of payment to the obligations of the
Credit Parties under the Credit Documents and no Credit Party shall exercise
such rights of contribution until all Credit Party Obligations have been paid
in full and the Commitments terminated. 


                    4.9
Release of Guarantors. 


          Subject
to Section 7.12(b), if any of the Guarantors shall cease to be a Material
Domestic Subsidiary of the Borrower for any reason subject to and in accordance
with the terms of the Credit Agreement, then such Guarantor shall,
automatically and without any further action on the part of any party to any
Credit Document, and upon notice to the Administrative Agent, be fully released
and discharged from all its liabilities and obligations under or in respect of
the Credit Documents to which such Guarantor is a party (other than liabilities
and obligations resulting from a demand on such Guarantor’s Guaranty pursuant
to Section 9.2) and, promptly upon the request of the Borrower and at the
expense of the Borrower, the Administrative Agent shall execute such documents
and take such other action as is reasonably requested by the Borrower to
evidence the release and discharge of such Guarantor from all such liabilities
and obligations and shall, if applicable, certify to the Borrower that such
Guarantor has no liabilities or obligations resulting from a demand on such
Guarantor’s Guaranty pursuant to Section 9.2. 


SECTION 5


CONDITIONS PRECEDENT


                    5.1
Closing Conditions to Extensions of Credit Made on the Closing Date.



          The
obligation of the Lenders to make the initial Extensions of Credit is subject
to satisfaction (or waiver) of the following conditions: 


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i)
 this Credit Agreement; (ii) the Notes requested by Lenders (or the Swing Line
 Lender) prior to the Closing Date; and (iii) all other Credit Documents, each
 in form and substance reasonably acceptable to the Lenders in their sole
 discretion. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 Authority Documents. Receipt by the Administrative Agent of the following with respect to
 each Credit Party: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Organizational
 Documents. Copies of the articles or certificates of
 incorporation or other organizational documents of each Credit Party
 certified to be true and complete as of a recent date by the appropriate
 Governmental Authority of the state or other jurisdiction of its formation
 and certified by a secretary or assistant secretary of such Credit Party to
 be true and correct as of the Closing Date. 

 


62









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Bylaws. A copy of the bylaws or other governing documents of each
 Credit Party certified by a secretary or assistant secretary of such Credit
 Party to be true and correct as of the Closing Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 Resolutions. Copies of resolutions of the Board of Directors or other
 governing body of each Credit Party approving and adopting the Credit
 Documents to which it is a party, the transactions contemplated therein and
 authorizing execution and delivery thereof, certified by a secretary or
 assistant secretary of such Credit Party to be true and correct and in full
 force and effect as of the Closing Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 Good Standing. Copies of certificates of good standing, existence or
 its equivalent with respect to each Credit Party certified as of a recent
 date by the appropriate Governmental Authority of the state or other
 jurisdiction of its formation. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)
 Incumbency. An incumbency certificate of each Credit Party certified
 by a secretary or assistant secretary of such Credit Party to be true and
 correct as of the Closing Date. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Opinions of Counsel. Receipt by the Administrative Agent of opinions
 reasonably satisfactory to the Administrative Agent, addressed to the
 Administrative Agent on behalf of the Lenders and dated as of the Closing
 Date. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Consents. Receipt by the Administrative Agent of evidence that all
 necessary governmental, shareholder and third party consents and approvals,
 if any, have been received and no condition or Requirement of Law exists
 which would reasonably be likely to restrain, prevent or impose any material
 adverse conditions on the transactions contemplated hereby. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Officer’s Certificate. The Borrower shall have delivered a certificate
 of an Authorized Officer in substantially the form of Exhibit 5.1(e). 

 
	
  

 	
  

 
	
  

 	
           (f)
 Existing Debt. (A) Receipt by the Administrative Agent of “payoff
 letters” (or the like) or other evidence satisfactory to it that (i) the
 Amended and Restated Credit Agreement, dated as of April 20, 2004, among the
 Borrower, certain of the Borrower’s subsidiaries, as Guarantors, the Lenders
 (as defined therein), and Bank of America, N.A., as Administrative Agent,
 (ii) the Interim Credit Agreement, dated as of January 31, 2007, among the
 Borrower, certain of the Borrower’s subsidiaries, as Guarantors, the Lenders
 (as defined therein), and Bank of America, N.A., as Administrative Agent,
 (iii) the 10% Senior Subordinated Note due 2014 of Ameripath Holdings, Inc.
 and (iv) the Credit Agreement, dated as of January 31, 2006, and as amended
 on September 27, 2006, by and among Ameripath Holdings, Inc., Ameripath,
 Inc., Wachovia Bank, N.A., Citigroup Global Markets Inc., Deutsche Bank
 Securities Inc., UBS Securities LLC, and Wachovia Capital Markets, LLC, have
 been paid in full (or will be paid in full with the proceeds of the initial
 Loans made hereunder) and all agreements and notes executed or delivered in
 connection therewith have been cancelled or terminated, (B) receipt by the 

 


63









	
  

 	
  

 
	
  

 	
 Administrative Agent of
 evidence satisfactory to it that funds sufficient to defease the Floating
 Rate PIK Toggle Notes of Ameripath Intermediate Holdings, Inc shall be
 deposited with the trustee thereunder from the proceeds of the initial Loans
 made hereunder, and (C) evidence satisfactory to the Administrative Agent
 that the tender offer (the “101⁄2 Subordinated Note Tender Offer”) for the 101⁄2% Senior
 Subordinated Notes due 2013 of AmeriPath, Inc. shall have been commenced. 

 
	
  

 	
  

 
	
  

 	
           (g)
 Fees and Expenses. Payment by the Credit Parties of all fees (and all
 expenses for which invoices have been presented at least three Business Days
 prior to the Closing Date) owed by them as of the Closing Date to the Agents
 and the Lenders, including, without limitation, as set forth in the Fee
 Letter.

 
	
  

 	
  

 
	
  

 	
           (h)
 Bridge Credit Agreement. The Bridge Credit Agreement shall have been
 duly executed and be in full force and effect. 

 
	
  

 	
  

 
	
  

 	
           (i)
 Consummation of Ameripath Acquisition. The Lead Arrangers shall have
 received evidence reasonably satisfactory to it that the Ameripath
 Acquisition shall have been concurrently consummated in accordance with the
 Merger Agreement (as in effect on the date hereof). 

 
	
  

 	
  

 
	
  

 	
           (j)
 Financial Projections. The Administrative Agent shall have received
 financial projections prepared on a pro forma basis giving effect to the
 Transaction as if the Transaction had occurred as of the most recent fiscal
 quarter ended prior to the Closing Date (the “Projections”). The
 Borrower shall have prepared the Projections in good faith and based upon
 reasonable assumptions. 

 
	
  

 	
  

 
	
  

 	
           (k)
 Patriot Act Disclosures. The Lenders shall have received all Patriot
 Act Disclosures reasonably requested by them prior to execution of this
 Credit Agreement. 

 
	
  

 	
  

 
	
  

 	
           (1)
 Material Adverse Effect. Since April 15, 2007, there shall not have
 been a Material Adverse Effect (as defined in the Merger Agreement as in
 effect on the date hereof). 

 
	
  

 	
  

 
	
  

 	
           (m)
 [Intentionally Omitted].

 
	
  

 	
  

 
	
  

 	
           (n)
 Termination Date. The Termination Date shall not have occurred. 

 
	
  

 	
  

 
	
  

 	
           (o)
 Other. Receipt by the Administrative Agent of such other customary
 closing documents, certificates and instruments, as reasonably and timely
 requested by the Administrative Agent. 

 



                    5.2
Conditions to All Other Extensions of Credit. 


          In
addition to the conditions precedent stated elsewhere herein, the Lenders shall
not be obligated to make Loans nor shall the Issuing Lender be required to
issue or extend a Letter of Credit in each case, after the Closing Date and
excluding the initial funding of the Loans hereunder, unless, as of the date
thereof: 


64









	
  

 	
  

 
	
  

 	
           (a)
 Notice. The Borrower shall have delivered (i) in the case of any Loan,
 to the Administrative Agent, an appropriate Notice of Borrowing, duly
 executed and completed, by the time specified in Section 2.2, (ii) in the
 case of any Letter of Credit, to the Issuing Lender, an appropriate request
 for issuance of a Letter of Credit in accordance with the provisions of
 Section 2.3, (iii) in the case of any Swing Line Loan, to the Swing Line
 Lender, a Swing Line Loan Request, duly executed and completed, by the time
 specified in Section 2.4, and (iv) in the case of any Competitive Bid Loan,
 to the Administrative Agent, an appropriate Competitive Bid Request, duly
 executed and completed, by the time specified in Section 2.5. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Representations and Warranties. The representations and warranties
 made by the Credit Parties in this Agreement or any Credit Document are true
 and correct in all material respects at and as if made as of such date except
 to the extent they expressly and exclusively relate to an earlier date in
 which case such representations and warranties shall be true and correct as
 of such earlier date. 

 
	
  

 	
  

 
	
  

 	
           (c)
 No Default. No Default or Event of Default shall exist and be
 continuing either prior to or after giving effect to such Extension of
 Credit. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Availability. Immediately after giving effect to the making of a Loan
 (and the application of the proceeds thereof) or to the issuance of a Letter
 of Credit, as the case may be, (i) the sum of the Dollar Equivalent of
 outstanding Revolving Loans plus outstanding LOC Obligations plus
 outstanding Swing Line Loans plus outstanding Competitive Bid Loans shall not
 exceed the Revolving Committed Amount, (ii) the sum of outstanding LOC
 Obligations shall not exceed the LOC Committed Amount, (iii) the sum of
 outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount
 and (iv) the sum of outstanding Competitive Bid Loans shall not exceed
 $500,000,000. 

 



The delivery of each Notice
of Borrowing, each request for a Letter of Credit, each Swing Line Loan Request
and each Competitive Bid Loan Request shall constitute a representation and
warranty by the Borrower of the correctness of the matters specified in
subsections (b), (c), and (d) above. 


SECTION 6


REPRESENTATIONS AND WARRANTIES


          The
Credit Parties hereby represent to the Administrative Agent and each Lender
that: 


                    6.1
Organization and Good Standing. 


          Each
Credit Party (a) is either a partnership, a corporation or a limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (b) is duly qualified and in good
standing as a foreign organization and authorized to do business in every other
jurisdiction where its ownership or operation of property or the conduct of its
business would require it to be qualified, in good standing and authorized,
unless 


65





the failure to be so
qualified, in good standing or authorized would not have or would not
reasonably be expected to have a Material Adverse Effect and (c) has the power
and authority to own and operate its properties and to carry on its business as
now conducted and as currently proposed to be conducted. 


                    6.2
Due Authorization. 


          Each
Credit Party (a) has the power and authority to execute, deliver and perform
this Credit Agreement and the other Credit Documents to which it is a party and
to incur the obligations herein and therein provided for and (b) has duly taken
all necessary action to authorize, and is duly authorized, to execute, deliver
and perform this Credit Agreement and the other Credit Documents to which it is
a party. 


                    6.3
Enforceable Obligations.


          Each
Credit Party has duly executed this Credit Agreement and each other Credit
Document to which such Credit Party is a party and this Credit Agreement and
such other Credit Documents constitute legal, valid and binding obligations of
such Credit Party enforceable against such Credit Party in accordance with
their respective terms, except as may be limited by bankruptcy or insolvency
laws or similar laws affecting creditors’ rights generally or by general
equitable principles. 


                    6.4
No Conflicts.


          Neither
the execution and delivery of the Credit Documents to which it is a party, nor
the consummation of the transactions contemplated herein and therein, nor the
performance of or compliance with the terms and provisions hereof and thereof
by a Credit Party will (a) violate, contravene or conflict with any provision
of such Credit Party’s organizational documents, (b) violate, contravene or
conflict with any Requirement of Law (including, without limitation,
Regulations T, U or X), order, writ, judgment, injunction, decree, license or
permit applicable to such Credit Party which violation would have or would
reasonably be expected to have a Material Adverse Effect, (c) violate,
contravene or conflict with contractual provisions of, or cause an event of
default under, any indenture, loan agreement, mortgage, deed of trust, contract
or other agreement or instrument to which such Credit Party is a party or by
which it or its properties may be bound which violation would have or would
reasonably be expected to have a Material Adverse Effect, or (d) result in or
require the creation of any Lien upon or with respect to the properties of such
Credit Party. 


                    6.5
Consents.


          Except
for consents, approvals and authorizations which have been obtained or the
absence of which would not have or would not reasonably be expected to have a
Material Adverse Effect, no consent, approval, authorization or order of, or
filing, registration or qualification with, any Governmental Authority, equity
owner or third party in respect of any Credit Party is required in connection
with the execution, delivery or performance of this Credit Agreement or any of
the other Credit Documents, or the consummation of any transaction contemplated
herein or therein by such Credit Party. 


66





                    6.6
Financial Condition.


          The
financial statements delivered to the Administrative Agent and the Lenders
pursuant to Sections 7.1(a) and (b): (a) have been prepared in accordance with
GAAP and (b) present fairly the consolidated financial condition, results of
operations and cash flows of the Borrower and its Subsidiaries as of such date
and for such periods. Since December 31, 2006, there has been no sale, transfer
or other disposition by the Borrower or any of its Subsidiaries of any material
part of the business or property of the Borrower and its Subsidiaries, taken as
a whole, or purchase or other acquisition by any such Person of any business or
property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Borrower and its Subsidiaries,
taken as a whole, in each case, which, is not (i) reflected in the most recent
financial statements delivered to the Lenders prior to the date hereof or
pursuant to Section 7.1 or in the notes thereto or (ii) otherwise permitted by
the terms of this Credit Agreement and communicated to the Administrative Agent
and the Lenders. 


                    6.7
Intentionally Omitted.


                    6.8
Disclosure.


          Neither
this Credit Agreement, nor any other Credit Document, nor any financial
statements delivered to the Administrative Agent or the Lenders nor any other
document, certificate or statement furnished to the Administrative Agent or the
Lenders by or on behalf of any Credit Party in connection with the transactions
contemplated hereby, taken as a whole, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading. 


                    6.9
No Default.


          No
Default or Event of Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Credit Agreement and
the other Credit Documents. 


                    6.10
Litigation.


          Except
as set forth in Schedule
6.10, no litigation, investigation, claim,
criminal prosecution, civil investigative demand, imposition of criminal or
civil fines and penalties, or any other proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any
of its or their respective Properties (a) with respect to the Credit Documents
or any Loan or any of the transactions contemplated hereby or (b) which would
reasonably be expected to have a Material Adverse Effect. 


                    6.11
Taxes. 


          The
Borrower and each of its Subsidiaries has filed, or caused to be filed, all
material tax returns (federal, state, local and foreign) required to be filed
and has paid (a) all amounts of taxes shown thereon to be due (including
interest and penalties) and (b) all other material taxes, fees, assessments and
other governmental charges (including mortgage recording taxes, documentary 


67





stamp taxes and intangibles
taxes) owing by it, except for such taxes (i) which are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with GAAP. 


                    6.12
Compliance with Law.


          Except
to the extent the same would not have or would not reasonably be expected to
have a Material Adverse Effect: 


	
  

 	
  

 
	
  

 	
           (a)
 The Borrower and each of its Subsidiaries is in compliance with all
 Requirements of Law (including, without limitation, Environmental Laws,
 ERISA, HIPAA, Medicaid Regulations and Medicare Regulations) and all material
 orders, writs, injunctions and decrees applicable to it, or to its
 Properties. 

 
	
  

 	
  

 
	
  

 	
           (b)
 (i) Neither the Borrower nor any of its Subsidiaries nor any individual
 employed by the Borrower or any of its Subsidiaries has been, or may
 reasonably be expected to be, excluded or suspended from participation in any
 Medical Reimbursement Program for their corporate or individual actions or
 failures to act; and (ii) there is no member of management continuing to be
 employed by the Borrower or any of its Subsidiaries who has been, or may
 reasonably be expected to have, individual criminal culpability for healthcare
 matters under investigation by any Governmental Authority unless such member
 of management has been, within a reasonable period of time after discovery of
 such actual or potential culpability, either suspended or removed from
 positions of responsibility related to those activities under challenge by
 the Governmental Authority. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Current billing policies, arrangements, protocols and instructions comply
 with all material requirements of Medical Reimbursement Programs and are
 administered by properly trained personnel. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Current medical director compensation arrangements and other arrangements
 with referring physicians comply with state and federal self-referral and
 anti-kickback laws, including without limitation 42 U.S.C. Section
 1320a-7b(b)(I) - (b)(2) and 42 U.S.C. Section 1395nn. 

 



                    6.13
Licensing and Accreditation. 


          Except
to the extent the same would not have or would not be reasonably expected to
have a Material Adverse Effect, each of the Credit Parties has, to the extent
applicable: (a) obtained and maintains in good standing all required licenses,
permits, authorization and approvals of each Governmental Authority necessary
to the conduct of its business; (b) to the extent prudent and customary in the
industry in which it is engaged, obtained and maintains accreditation from all
generally recognized accrediting agencies (including, but not limited to, CAP);
(c) obtained and maintains CLIA certification; (d) entered into and maintains
in good standing its Medicare Provider Agreements and its Medicaid Provider
Agreements; and (e) ensured that all such required licenses, certifications and
accreditations are in full force and effect on the date hereof and have not
been revoked or suspended or otherwise limited. 


68






                    6.14
Title to Properties, Liens. 


          The
Borrower and each of its Subsidiaries, is the owner of, and has good title to,
or has a valid license or lease to use, all of its material Properties. All
Liens on the Properties of the Borrower and its Subsidiaries are Permitted
Liens. 


                    6.15
Insurance. 


          The
properties of the Borrower and each of its Subsidiaries are insured with
financially sound and reputable insurance companies that are not Affiliates of
the Borrower (except to the extent that self-insurance is maintained in
reasonable amounts), in such amounts, with such deductibles and covering such
risks, as is reasonable and prudent. 


                    6.16
Use of Proceeds. 


          The
proceeds of the Loans will be used solely for the purposes specified in Section
7.10. No proceeds of the Loans will be used for the Acquisition of another
Person unless such Acquisition is a Permitted Acquisition. 


                    6.17
Government Regulation. 


	
  

 	
  

 
	
  

 	
           (a)
 “Margin stock” within the meaning of Regulation U does not constitute more
 than 25% of the value of the consolidated assets of the Borrower and its
 Subsidiaries. None of the transactions contemplated by the Credit Documents
 (including, without limitation, the direct or indirect use of the proceeds of
 the Loans) will violate or result in a violation of (i) the Securities Act,
 (ii) the Exchange Act or (iii) Regulations T, U or X. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Neither the Borrower nor any of its Subsidiaries is subject to regulation
 under the Federal Power Act or the Investment Company Act of 1940, each as
 amended. 

 



                    6.18
ERISA. 


          Except
as would not result in or would not reasonably be expected to result in a
Material Adverse Effect: 


	
  

 	
  

 
	
  

 	
           (a)
 (i) No ERISA Event has occurred, and, to the best knowledge of the Borrower,
 each of its Subsidiaries and each ERISA Affiliate, no event or condition has
 occurred or exists as a result of which any ERISA Event could reasonably be
 expected to occur, with respect to any Plan; (ii) no “accumulated funding
 deficiency,” as such term is defined in Section 302 of ERISA and Section 412
 of the Code, whether or not waived, has occurred with respect to any Plan and
 no application for a funding waiver or an extension of any amortization
 period pursuant to Section 412 of the Code has been made with respect to any
 Plan; (iii) each Plan has been maintained, operated, and funded in compliance
 with its own terms and in material compliance with the provisions of ERISA,
 the Code, and any other applicable federal or state laws; (iv) each Plan that
 is intended to qualify under Section 401(a) of the Code has received a
 favorable determination letter from the IRS or an application for such a
 letter is currently being processed by the IRS 

 


69









	
  

 	
  

 
	
  

 	
 with respect
 thereto and, to the best knowledge of the Borrower, each of its Subsidiaries
 and each ERISA Affiliate, nothing has occurred which would prevent, or cause
 the loss of, such qualification; and (v) no Lien in favor of the PBGC or a
 Plan has arisen or is reasonably likely to arise on account of any Plan. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA
 Affiliate has incurred, or, to the best of each such party’s knowledge, is
 reasonably expected to incur, any liability under Title IV of ERISA with
 respect to any Single Employer Plan, or any withdrawal liability under ERISA
 to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor
 any Subsidiary of the Borrower nor any ERISA Affiliate has received any
 notification that any Multiemployer Plan is in reorganization (within the
 meaning of Section 4241 of ERISA), is insolvent (within the meaning of
 Section 4245 of ERISA), or has been terminated (within the meaning of Title
 IV of ERISA), and no Multiemployer Plan is, to the best of each such Person’s
 knowledge, reasonably expected to be in reorganization, insolvent, or
 terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any
 ERISA Affiliate has engaged in a transaction that could be subject to
 Sections 4069 or 4212(c) of ERISA. 

 
	
  

 	
  

 
	
  

 	
           (c)
 No prohibited transaction (within the meaning of Section 406 of ERISA or
 Section 4975 of the Code) or breach of fiduciary responsibility has occurred
 with respect to a Plan which has subjected or may subject the Borrower, any
 Subsidiary of the Borrower or any ERISA Affiliate to any liability under
 Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or
 under any agreement or other instrument pursuant to which the Borrower, any
 Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required
 to indemnify any person against any such liability. There are no pending or,
 to the best knowledge of the Borrower, each of its Subsidiaries and each
 ERISA Affiliate, threatened claims, actions or lawsuits, or action by any
 Governmental Authority, with respect to any Plan that could reasonably be
 expected to have a Material Adverse Effect. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to
 which Sections 601-609 of ERISA and Section 4980B of the Code apply has been
 administered in compliance in all material respects with such sections. 

 



                    6.19 Environmental Matters. 


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Except as would not result in or would not reasonably be expected to result
 in a Material Adverse Effect: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Each of the real properties owned, leased or operated by the Borrower or any
 of its Subsidiaries (the “Real Properties”) and all operations at the
 Real Properties are in compliance with all applicable Environmental Laws, and
 there is no violation of any Environmental Law with respect to the Real
 Properties or the businesses operated by the Borrower or any of its Subsidiaries
 (the “Businesses”), and
 there are no conditions relating to the Businesses or Real Properties that
 would reasonably be expected to give rise to liability under any applicable
 Environmental Laws. 

 


70









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 No Credit Party has received any written notice of, or inquiry from any
 Governmental Authority regarding, any violation, alleged violation,
 non-compliance, liability or potential liability regarding Hazardous
 Materials or compliance with Environmental Laws with regard to any of the
 Real Properties or the Businesses, nor, to the knowledge of the Borrower or
 any of its Subsidiaries, is any such notice being threatened. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 Hazardous Materials have not been transported or disposed of from the Real
 Properties, or generated, treated, stored or disposed of at, on or under any
 of the Real Properties or any other location, in each case by, or on behalf
 or with the permission of, the Borrower or any of its Subsidiaries in a
 manner that would give rise to liability under any applicable Environmental
 Laws. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 No judicial proceeding or governmental or administrative action is pending
 or, to the knowledge of the Borrower or any of its Subsidiaries, threatened,
 under any Environmental Law to which the Borrower or any of its Subsidiaries
 is or will be named as a party, nor are there any consent decrees or other
 decrees, consent orders, administrative orders or other orders, or other
 administrative or judicial requirements outstanding under any Environmental Law
 with respect to the Borrower or any of its Subsidiaries, the Real Properties
 or the Businesses. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)
 There has been no release (including, without limitation, disposal) or threat
 of release of Hazardous Materials at or from the Real Properties, or arising
 from or related to the operations of the Borrower or any of its Subsidiaries
 in connection with the Real Properties or otherwise in connection with the
 Businesses where such release constituted a violation of, or would give rise
 to liability under, any applicable Environmental Laws. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi)
 None of the Real Properties contains, or has previously contained, any
 Hazardous Materials at, on or under the Real Properties in amounts or
 concentrations that, if released, constitute or constituted a violation of,
 or could give rise to liability under, Environmental Laws. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vii)
 Neither the Borrower, nor any of its Subsidiaries, has assumed any liability
 of any Person (other than among themselves) under any Environmental Law. 

 
	
  

 	
  

 
	
  

 	
           (b)
 The Credit Parties have adopted procedures that are designed to (i) ensure
 that each Credit Party, any of its operations and each of the Real Properties
 complies with applicable Environmental Laws and (ii) minimize any liabilities
 or potential liabilities that each Credit Party, any of its operations and
 each of the Real Properties may have under applicable Environmental Laws. 

 



                    6.20
Intellectual Property. 


          The
Borrower and each of its Subsidiaries owns, or has the legal right to use, all
material patents, trademarks, tradenames, copyrights, technology, know-how and
processes (the “Intellectual


71





Property”) necessary for each of them to
conduct its business as currently conducted other than as would not have or
would not be reasonably expected to have a Material Adverse Effect. No claim
has been asserted and is pending by any Person challenging or questioning the
use of any Intellectual Property owned by the Borrower or any of its
Subsidiaries or that the Borrower or any of its Subsidiaries has a right to use
or the validity or effectiveness of any such Intellectual Property, nor does
the Borrower or any of its Subsidiaries have knowledge of any such claim, and,
to the knowledge of the Borrower and its Subsidiaries, the use of any
Intellectual Property by the Borrower and its Subsidiaries does not infringe on
the rights of any Person, except for such claims and infringements that in the
aggregate, would not have or would not reasonably be expected to have a
Material Adverse Effect. 


                    6.21
Subsidiaries.


          As
of the date hereof, set forth on Schedule 6.21 is a complete and
accurate list of all Subsidiaries of the Borrower and which of such
Subsidiaries are Material Domestic Subsidiaries. 


                    6.22
Solvency.


          Each
Credit Party is and, after consummation of the transactions contemplated by
this Credit Agreement, will be Solvent. 


                    6.23
Taxpayer Identification Number. 


          The
Borrower’s true and correct U.S. taxpayer identification number is set forth on
Schedule 6.23.



SECTION 7


AFFIRMATIVE COVENANTS


          Each
Credit Party hereby covenants and agrees that so long as this Credit Agreement
is in effect and until the Loans and LOC Obligations, together with interest
and fees and other obligations then due and payable hereunder, have been paid
in full and the Commitments and Letters of Credit hereunder shall have
terminated: 


                    7.1
Information Covenants. 


          The
Credit Parties will furnish, or cause to be furnished, to the Administrative
Agent and each of the Lenders an electronic (if readily available) and a hard
copy of: 


	
  

 	
  

 
	
  

 	
           (a)
 Annual
 Financial Statements.
 As soon as available, and in any event within the earlier of (i) 95 days
 after the close of each fiscal year of the Borrower or (ii) ten Business Days
 after the date the Borrower files its Form 10-K with the Securities and
 Exchange Commission, a consolidated balance sheet and income statement of the
 Borrower and its Subsidiaries, as of the end of such fiscal year, together
 with related consolidated statements of operations, cash flows and changes in
 stockholders’ equity for such fiscal year, setting forth in comparative form
 consolidated figures for the preceding 

 


72









	
  

 	
  

 
	
  

 	
 fiscal year,
 all such consolidated financial information described above to be audited by
 independent certified public accountants of recognized national standing and
 whose opinion shall be to the effect that such financial statements fairly
 present in all material respects the consolidated financial position, results
 of operations and cash flows of the Borrower and its Subsidiaries as at the
 end of, and for, such fiscal year in accordance with GAAP and shall not be
 limited as to the scope of the audit or qualified in any manner. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Quarterly Financial Statements. As soon as available, and in any event
 within the earlier of (i) 50 days after the close of each of the first three
 fiscal quarters of the Borrower or (ii) ten Business Days after the date the
 Borrower files its Form 10-Q with the Securities and Exchange Commission, a
 consolidated balance sheet and income statement of the Borrower and its
 Subsidiaries, as of the end of such fiscal quarter, together with related
 consolidated statements of operations, cash flows and changes in
 stockholders’ equity for such fiscal quarter setting forth in each case in
 comparative form the corresponding consolidated statements of operations and
 cash flows for the corresponding period of the preceding fiscal year, and
 accompanied by a certificate of an Authorized Officer of the Borrower to the
 effect that such quarterly financial statements fairly present in all
 material respects the consolidated financial condition of the Borrower and
 its Subsidiaries and in accordance with GAAP, subject to changes resulting
 from audit and normal year-end audit adjustments. Notwithstanding the above,
 it is understood and agreed that delivery of the Borrower’s applicable Form
 10-Q shall satisfy the requirements of this Section 7.1(b). 

 
	
  

 	
  

 
	
  

 	
           (c)
 Officer’s Certificate. At the time of delivery of the financial
 statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate of
 an Authorized Officer of the Borrower substantially in the form of Exhibit
 7.1(c), (i) demonstrating compliance with the financial covenants
 contained in Section 7.2 and the covenant requirements in Section 7.12(b) by
 calculation thereof as of the end of each such fiscal period, (ii)
 demonstrating compliance with any other terms of this Credit Agreement as
 reasonably requested by the Administrative Agent, (iii) stating that no
 Default or Event of Default exists, or if any Default or Event of Default
 does exist, specifying the nature and extent thereof and what action the
 Borrower proposes to take with respect thereto and (iv) updating Schedule
 6.21 as of the end of such fiscal period. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Reports. Promptly upon transmission or receipt thereof, copies of all
 financial statements, proxy statements, notices and reports as the Borrower
 or any of its Subsidiaries shall send to shareholders of the Borrower
 generally and, upon request of the Administrative Agent, copies of any
 filings and registrations with, and reports to or from, any Governmental
 Authority which has regulatory authority with respect to the Borrower and its
 Subsidiaries. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Notices. Upon a Credit Party obtaining knowledge thereof, the Borrower
 will give written notice to the Administrative Agent promptly (and in any
 event within five Business Days) of (i) the occurrence of an event or
 condition consisting of a Default or Event of Default, specifying the nature
 and existence thereof and what action the Borrower proposes to take with
 respect thereto, (ii) the occurrence of any of the 

 


73









	
  

 	
  

 	
  

 
	
  

 	
 following
 with respect to the Borrower or any of its Subsidiaries (A) the pendency or
 commencement of any litigation, arbitration or governmental proceeding
 against the Borrower or any of its Subsidiaries which (x) would have or would
 reasonably be expected to have a Material Adverse Effect, or (y) would result
 in a significant liability to the Credit Parties or (B) material
 non-compliance with, or the institution of any proceedings against the
 Borrower or any of its Subsidiaries with respect to, or the receipt of
 written notice by such Person of potential liability or responsibility for
 violation, or alleged violation of, any Requirement of Law (including,
 without limitation, Environmental Laws) the violation of which would have or
 would reasonably be expected to have a Material Adverse Effect, (iii) any
 change to the Debt Rating of the Borrower, and (iv) any investigation or
 proceeding against the Borrower or any of its Subsidiaries to suspend, revoke
 or terminate, any Medicaid Provider Agreement, Medicare Provider Agreement,
 or exclusion from any Medical Reimbursement Program, which is reasonably
 expected to have a Material Adverse Effect. 

 
	
  

 	
  

 
	
  

 	
           (f)
 ERISA. Upon the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate obtaining knowledge
 thereof, such Person shall give written notice to the Administrative Agent
 and each of the Lenders promptly (and in any event within two Business Days)
 of the occurrence of any of the following events which has had or would be
 reasonably expected to have a Material Adverse Effect: (i) any Reportable
 Event, that constitutes an ERISA Event; (ii) with respect to any
 Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise
 of any withdrawal liability assessed against the Borrower, any Subsidiary of
 the Borrower or any ERISA Affiliate, or of a determination that any
 Multiemployer Plan is in reorganization or insolvent (both within the meaning
 of Title IV of ERISA); (iii) the failure to make full payment on or before
 the due date (including extensions) thereof of all amounts which the
 Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is required
 to contribute to each Plan pursuant to its terms and as required to meet the
 minimum funding standard set forth in ERISA and the Code with respect
 thereto; or (iv) any change in the funding status of any Plan that could have
 a Material Adverse Effect; in each case together with a description of any
 such event or condition or a copy of any such notice and a statement by an
 Authorized Officer of the Borrower briefly setting forth the details
 regarding such event, condition, or notice, and the action, if any, which has
 been or is being taken or is proposed to be taken by such Person with respect
 thereto. Promptly upon request, the Credit Parties shall furnish the
 Administrative Agent and the Lenders with such additional information
 concerning any Plan as may be reasonably requested, including, but not
 limited to, copies of each annual report/return (Form 5500 series), as well
 as all schedules and attachments thereto required to be filed with the
 Department of Labor and/or the Internal Revenue Service pursuant to ERISA and
 the Code, respectively, for each “plan year” (within the meaning of Section
 3(39) of ERISA).

 
	
  

 	
  

 
	
  

 	
           (g)
 Environmental 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Subsequent to a written notice from any Governmental Authority that would
 reasonably be expected to result in a Material Adverse Effect, or during the
 existence of an Event of Default, and upon the written request of
 Administrative Agent, the Credit Parties will furnish or cause to be
 furnished to 

 


74









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the
 Administrative Agent, at the Credit Parties’ expense, a report of an
 environmental assessment of reasonable scope, form and depth, including,
 where appropriate, invasive soil or groundwater sampling, by a consultant
 reasonably acceptable to the Administrative Agent addressing the subject of
 such notice or, if during the existence of an Event of Default, regarding any
 release or threat of release of Hazardous Materials on any Property owned,
 leased or operated by a Credit Party and the compliance by the Credit Parties
 with Environmental Laws. If the Credit Parties fail to deliver such an
 environmental report within seventy-five (75) days after receipt of such
 written request, then the Administrative Agent may arrange for same, and the
 Credit Parties hereby grant to the Administrative Agent and its
 representatives access to the Real Properties and a license of a scope
 reasonably necessary to undertake such an assessment (including, where
 appropriate, invasive soil or groundwater sampling). The reasonable cost of
 any assessment arranged for by the Administrative Agent pursuant to this
 provision will be payable by the Credit Parties on demand.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Each Credit Party will conduct and complete, or cause to be conducted and
 completed, all investigations, studies, sampling, and testing and all
 remedial, removal, and other actions necessary to address all Hazardous
 Materials on, from, or affecting any Real Properties to the extent necessary
 to be in compliance with all Environmental Laws and all other applicable
 federal, state, and local laws, regulations, rules and policies and with the
 orders and directives of all Governmental Authorities exercising jurisdiction
 over such Real Properties to the extent any failure would have or would
 reasonably be expected to have a Material Adverse Effect. 

 
	
  

 	
  

 
	
  

 	
           (h)
 Other Information. With reasonable promptness upon any such request,
 such other information regarding the business, properties or financial
 condition of the Borrower and its Subsidiaries as the Administrative Agent
 may reasonably request. 

 
	
  

 	
  

 
	
  

 	
           (i)
 Public/Private Information. The Borrower hereby acknowledges that (i)
 the Administrative Agent will make available to the Lenders materials and/or
 information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on
 IntraLinks or another similar electronic system (the “Platform”) and
 (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that
 do not wish to receive material non-public information with respect to the
 Borrower or its securities) (each, a “Public Lender”). The Borrower
 hereby agrees that (A) all Borrower Materials that are to be made available
 to the Public Lenders shall be clearly and conspicuously marked “PUBLIC”
 which, at a minimum, shall mean that the word “PUBLIC” shall appear
 prominently on the first page thereof; (B) by marking Borrower Materials
 “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative
 Agent and the Lenders to treat such Borrower Materials as either publicly
 available information or not material information (although it may be
 sensitive and proprietary) with respect to the Borrower or its securities for
 purposes of United States federal and state securities laws; (C) all Borrower
 Materials marked “PUBLIC” are permitted to be made available through a
 portion of the Platform designated as “Public”; and (D) the Administrative
 Agent shall be entitled to treat any 

 


75









	
  

 	
  

 
	
  

 	
 Borrower
 Materials that are not marked “PUBLIC” as being suitable only for posting on
 a portion of the Platform not marked “Public”. Notwithstanding the foregoing,
 the Borrower shall be under no obligation to mark any Borrower Materials
 “PUBLIC”. 

 
	
  

 	
  

 
	
  

 	
           (j)
 Electronic Delivery. Documents required to be delivered pursuant to
 Section 7.1(a) or (b) (to the extent any such documents are included in
 materials otherwise filed with the Securities and Exchange Commission) may be
 delivered electronically and if so delivered, shall be deemed to have been
 delivered on the date (i) on which the Borrower posts such documents, or
 provides a link thereto on the Borrower’s website on the Internet at the
 website address listed on Schedule 11.1 or (ii) on which such
 documents are posted on the Borrower’s behalf on an Internet or intranet
 website, if any, to which each Lender and the Administrative Agent have
 access (whether a commercial, third-party website or whether sponsored by the
 Administrative Agent); provided that: (A) the Borrower shall deliver
 paper copies of such documents to the Administrative Agent or any Lender that
 requests the Borrower to deliver such paper copies until a written request to
 cease delivering paper copies is given by the Administrative Agent or such
 Lender and (B) the Borrower shall notify (which may be facsimile or
 electronic mail) the Administrative Agent and each Lender of the posting of
 any such documents and provide to the Administrative Agent by electronic mail
 electronic versions (i.e., soft copies) of such documents. Notwithstanding
 anything contained herein, in every instance the Borrower shall be required
 to provide paper copies of the compliance certificates required by Section
 7.1(c) to the Administrative Agent. Except for such compliance certificates,
 the Administrative Agent shall have no obligation to request the delivery or
 to maintain copies of the documents referred to above, and in any event shall
 have no responsibility to monitor compliance by the Borrower with any such
 request for delivery, and each Lender shall be solely responsible for
 requesting delivery to it or maintaining its copies of such documents. 

 



                    7.2
Financial Covenants. 


	
  

 	
  

 
	
  

 	
           (a)
 Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal
 quarter of the Borrower, shall be less than or equal to (x) 3.50 to 1.0
 through June 30, 2008 and (y) 3.25 to 1.0 thereafter. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Interest Coverage Ratio. The Interest Coverage Ratio, as of the last
 day of each fiscal quarter of the Borrower, shall be greater than or equal to
 3.5 to 1.0. 

 



                    7.3
Preservation of Existence and Franchises. 


          The
Borrower will, and will cause its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect its existence, rights, franchises,
Intellectual Property and authority except as permitted by Section 8.4; provided
that neither the Borrower nor any of its Subsidiaries shall be required to
preserve any rights, franchises, Intellectual Property or authority if the
Borrower or such Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of its business and if the loss thereof would
not have or would not reasonably be expected to have a Material Adverse Effect.



76





                    7.4
Books and Records. 


          The
Borrower will, and will cause its Subsidiaries to, keep complete and accurate
books and records of its transactions in order to produce its financial
statements in accordance with GAAP (including the establishment and maintenance
of appropriate reserves). 


                    7.5
Compliance with Law. 


          Except
to the extent the failure to do so would not have or would not reasonably be
expected to have a Material Adverse Effect, the Borrower will, and will cause
each of its Subsidiaries to, (a) comply with all Requirements of Law, and all
applicable restrictions imposed by all Governmental Authorities, applicable to
it and its Property (including, without limitation, Environmental Laws and
ERISA), (b) conform with and duly observe in all material respects all laws,
rules and regulations and all other valid requirements of any regulatory
authority with respect to the conduct of its business, including without
limitation, HIPAA, Medicare Regulations, Medicaid Regulations, and all laws,
rules and regulations of Governmental Authorities, pertaining to the business
of the Credit Parties; (c) obtain and maintain all licenses, permits,
certifications and approvals of all applicable Governmental Authorities as are
required for the conduct of its business as currently conducted and herein
contemplated, including without limitation professional licenses, CLIA certifications,
Medicare Provider Agreements and Medicaid Provider Agreements; (d) ensure that
(i) billing policies, arrangements, protocols and instructions will comply with
reimbursement requirements under Medicare, Medicaid and other Medical
Reimbursement Programs and will be administered by properly trained personnel;
(ii) medical director compensation arrangements and other arrangements with
referring physicians will comply with applicable state and federal
self-referral and anti-kickback laws, including without limitation 42 U.S.C.
Section 1320a-7b(b)(1) - (b)(2) 42 U.S.C. and 42 U. S. C. Section 1395nn; and
(iii) no event or related events occur that results in the exclusion of the
Borrower or any of its Subsidiaries from participation in any Medical Reimbursement
Program and (e) make commercially reasonable efforts to implement policies that
are consistent with HIPAA on or before the date that any Credit Party is
required to comply therewith. 


                    7.6
Payment of Taxes and Other Indebtedness. 


          The
Borrower will, and will cause its Subsidiaries to, pay, settle or discharge (a)
all material taxes, assessments and governmental charges or levies imposed upon
it, or upon its income or profits, or upon any of its properties, before they
shall become delinquent, (b) all material lawful claims (including claims for
labor, materials and supplies) which, if unpaid, might give rise to a Lien upon
any of its properties, and (c) all of its other material Indebtedness as it
shall become due (to the extent such repayment is not otherwise prohibited by
this Credit Agreement); provided, however, that a Credit Party shall not be required to
pay any such tax, assessment, charge, levy, claim or Indebtedness which is
being contested in good faith by appropriate proceedings and as to which
adequate reserves therefor have been established in accordance with GAAP,
unless the failure to make any such payment (i) would give rise to an immediate
right to foreclose or collect on a Lien securing such amounts or (ii) would
have or would reasonably be expected to have a Material Adverse Effect. 


77





                    7.7
Insurance. 


          The
Borrower will, and will cause each of its Subsidiaries to, at all times
maintain in full force and effect insurance (including worker’s compensation,
liability, casualty and business interruption insurance) with reputable
national companies that are not Affiliates of the Borrower (except to the
extent that self-insurance is maintained in reasonable amounts), in such
amounts, covering such risks and liabilities as is reasonable and prudent. 


                    7.8
Maintenance of Property. 


          The
Borrower will, and will cause its Subsidiaries to, maintain and preserve its
properties and equipment in good repair, working order and condition, normal
wear and tear excepted, and will make, or cause to be made, in such properties
and equipment from time to time all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be needed or
proper, in each case to the extent and in the manner customary for companies in
similar businesses. 


                    7.9
Performance of Obligations. 


          Except
to the extent the failure to do so would not have or would not reasonably be
expected to have a Material Adverse Effect, the Borrower will, and will cause
its Subsidiaries to, perform all of its obligations under the terms of all
contracts, agreements or other agreements not evidencing Indebtedness to which
it is a party or by which it or its Properties may be bound. 


                    7.10
Use of Proceeds. 


          The
Borrower will use the proceeds of the Loans solely for the Transactions. The
Borrower will use the Letters of Credit solely for the purposes set forth in
Section 2.3(a). 


                    7.11
Audits/Inspections. 


          Upon
reasonable notice and during normal business hours, but not more than once per
calendar year, the Borrower will, and will cause each of its Subsidiaries to,
permit representatives appointed by the Administrative Agent or any Lender,
including, without limitation, independent accountants, agents, attorneys and
appraisers to visit and inspect the Borrower’s or any Subsidiary’s Property,
including its books and records, its accounts receivable and inventory, its
facilities and its other business assets, and to make photocopies or
photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent, any Lender or
its representatives to investigate and verify the accuracy of information
provided to the Administrative Agent or the Lenders and to discuss all such
matters with the officers, employees and representatives of the Borrower and/or
its Subsidiaries; provided, however, during the existence
of a Default or Event of Default, the Administrative Agent and the Lenders may
request as many inspections as reasonable under the circumstances. Any expenses
incurred in connection with this Section 7.11 shall be for the account of the
Lenders unless an Event of Default exists in which case such expenses shall be
for the account of the Borrower. Any representatives appointed by the
Administrative Agent shall sign a confidentiality agreement reasonably
acceptable to the Borrower prior to any visit, investigation, inspection or
verification permitted by this Section 7.11. 


78









	
  

 	
  

 
	
  

 	
           7.12 Additional Credit Parties. 

 
	
  

 	
  

 
	
  

 	
           (a)
 At the time any Person becomes a Material Domestic Subsidiary or at the time
 any Subsidiary of the Borrower guaranties any Pari Passu Debt (if it is not
 already a Guarantor), the Borrower shall so notify the Administrative Agent
 and promptly thereafter (but in any event within 30 days) shall cause such
 Person to (i) execute a Joinder Agreement in substantially the same form as Exhibit
 7.12, thereby, among other things, causing such Person to become a
 Guarantor, and (ii) deliver such other documentation as the Administrative
 Agent may reasonably request in connection with the foregoing, including,
 without limitation, certified resolutions and other organizational and
 authorizing documents of such Person and favorable opinions of counsel to
 such Person (which shall cover, among other things, the legality, validity,
 binding effect and enforceability of the documentation referred to above),
 all in form, content and scope reasonably satisfactory to the Administrative
 Agent. 

 
	
  

 	
  

 
	
  

 	
           (b)
 If at any time Non-Material Domestic Subsidiaries own assets in an aggregate
 amount greater than five percent (5%) of Total Assets or produce revenues in
 an aggregate amount greater than five percent (5%) of the total revenues of
 the Borrower and its Subsidiaries on a consolidated basis, the Borrower will
 designate one or more Non-Material Domestic Subsidiaries to become a
 Guarantor (and such Non-Material Domestic Subsidiary shall become a Guarantor
 in accordance with clause (a) above) so that after giving effect to such
 designation and action, Non-Material Domestic Subsidiaries own assets in the
 aggregate of equal to or less than five percent (5%) of Total Assets and
 produce revenues in an aggregate amount equal to or less than five percent
 (5%) of the total revenues of the Borrower and its Subsidiaries on a
 consolidated basis. 

 
	
  

 	
  

 
	
  

 	
           7.13 Compliance Program. 

 



          The
Borrower will, and will cause each of its Domestic Subsidiaries that operates a
clinical laboratory to, maintain, and be operated in accordance with, a
compliance program which is reasonably designed to provide effective internal
controls that promote adherence to applicable federal and state law and the
program requirements of federal and state health plans, and which includes the
implementation of internal audits and monitoring on a regular basis to monitor
compliance with the requirements of the compliance program and applicable law,
regulations and company policies. 


SECTION 8


NEGATIVE COVENANTS


          Each
Credit Party hereby covenants and agrees that so long as this Credit Agreement
is in effect and until the Loans and LOC Obligations, together with interest,
fees and other obligations then due and payable hereunder, have been paid in
full and the Commitments and Letters of Credit hereunder shall have terminated:



79





                    8.1 Indebtedness. 


          The
Borrower will not permit any of its Subsidiaries to, contract, create, incur,
assume or permit to exist any Indebtedness, other than: 


	
  

 	
  

 
	
  

 	
           (a)
 Guaranty Obligations arising under this Credit Agreement and the other Credit
 Documents;

 
	
  

 	
  

 
	
  

 	
           (b)
 [Intentionally Omitted];

 
	
  

 	
  

 
	
  

 	
           (c)
 Indebtedness in respect of current accounts payable and accrued expenses
 incurred in the ordinary course of business;

 
	
  

 	
  

 
	
  

 	
           (d)
 Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another
 Subsidiary of the Borrower;

 
	
  

 	
  

 
	
  

 	
           (e)
 purchase money Indebtedness (including Capital Leases) to finance the
 purchase of fixed assets (including equipment); provided that (i) the
 total of all such Indebtedness shall not exceed an aggregate principal amount
 of $100,000,000 (less any purchase money Indebtedness incurred by the
 Borrower) at any one time outstanding; (ii) such Indebtedness when incurred
 shall not exceed the purchase price of the asset(s) financed; and (iii) no
 such Indebtedness shall be refinanced for a principal amount in excess of the
 principal balance outstanding thereon at the time of such refinancing;

 
	
  

 	
  

 
	
  

 	
           (f) Indebtedness
 arising from Permitted Receivables Financings in an amount not to exceed
 $600,000,000, in the aggregate (less any Indebtedness incurred by the
 Borrower arising from Permitted Receivables Financings), at any one time
 outstanding;

 
	
  

 	
  

 
	
  

 	
           (g)
 Indebtedness evidenced by Hedging Agreements entered into in the ordinary
 course of business and not for speculative purposes;

 
	
  

 	
  

 
	
  

 	
           (h)
 Any guaranty of Indebtedness of the Borrower;

 
	
  

 	
  

 
	
  

 	
           (i)
 Indebtedness incurred after the Closing Date in connection with the
 acquisition of a Person or Property as long as such Indebtedness existed
 prior to such acquisition and was not created in anticipation thereof; 

 
	
  

 	
  

 
	
  

 	
           (j)
 Indebtedness existing on the date hereof as set forth on Schedule 8.1; 

 
	
  

 	
  

 
	
  

 	
           (k)
 Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an
 amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the
 aggregate at any time outstanding; and

 
	
  

 	
  

 
	
  

 	
           (l)
 other unsecured Indebtedness in an amount not to exceed $200,000,000, in the
 aggregate, at any one time outstanding.

 


80





                    8.2 Liens. 


          The
Borrower will not, nor will it permit its Subsidiaries to, contract, create,
incur, assume or permit to exist any Lien with respect to any of its Property
of any kind (whether real or personal, tangible or intangible), whether now
owned or after acquired, other than Permitted Liens. 


                    8.3 Nature of Business. 


          The
Borrower will not, nor will it permit its Subsidiaries to, alter the character
of its business from that conducted as of the date hereof or engage in any
substantial manner in any business other than (a) the business conducted by the
Borrower and its Subsidiaries as of the date hereof and (h) other
healthcare-related businesses and businesses reasonably related thereto. 


                    8.4 Consolidation and Merger. 


          The
Borrower will not, nor will it permit any Subsidiary to, enter into any
transaction of merger or consolidation or liquidate, wind up or dissolve
itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections
7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or
another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge
or consolidate with another Person in a transaction otherwise permitted by
Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate
with or into another Person if the following conditions are satisfied: 


	
  

 	
  

 
	
  

 	
           (i)
 if such transaction involves total consideration (cash and non-cash) in
 excess of $750,000,000, the Administrative Agent is given prompt written
 notice of such action; 

 
	
  

 	
  

 
	
  

 	
           (ii)
 if the merger or consolidation involves a Credit Party, the surviving entity
 of such merger or consolidation shall either (A) be such Credit Party or (B)
 be a Subsidiary of the Borrower and expressly assume in writing all of the
 obligations of such Credit Party under the Credit Documents; provided that if the transaction
 is between the Borrower and another Person, the Borrower must be the
 surviving entity;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Credit Parties execute and deliver such documents, instruments and
 certificates as the Administrative Agent may reasonably request; and

 
	
  

 	
  

 
	
  

 	
           (iv)
 immediately after giving effect to such transaction, no Default or Event of
 Default shall have occurred and be continuing.

 
	
  

 
	
  

 	
 8.5 Sale or Lease of Assets.

 



          The
Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease,
transfer or otherwise voluntarily dispose of, in one transaction or a series of
transactions, all or any part of its business or assets whether now owned or
hereafter acquired, including, without limitation, inventory, receivables,
equipment, real property interests (whether owned or leasehold) and securities,
other than a sale, lease, transfer or other disposal of (a) subject to Sections
7.12 and 7.13, assets from the Borrower or one of its Subsidiaries to each
other; (b) inventory and supplies in the 


81





ordinary
course of business; (c) obsolete, surplus, slow-moving, idle or worn-out assets
no longer used or useful in the business of such Credit Party or the trade-in
of equipment for equipment in better condition or of better quality; (d) assets
which constitute a Permitted Investment in the ordinary course of business; (e)
Receivables pursuant to a Permitted Receivables Financing; (f) Investments in the
Strategic Investments Portfolio and (g) assets of the Borrower and its
Subsidiaries, in addition to those permitted above in this Section 8.5; provided
that in the case of this clause (g) (i) no Event of Default exists prior to
such transfer, (ii) no Default or Event of Default exists after giving effect
to such transfer and (iii) after giving effect to such transfer, the aggregate
amount of all such transfers, calculated on a net book value basis, does not
exceed ten percent (10%) of Total Assets, as determined on the last day of the
most recently ended fiscal quarter of the Borrower for which an officer’s
certificate has been delivered pursuant to Section 7.1(c). 


                    8.6 Investments.



          The
Borrower will not, nor will it permit its Subsidiaries to, make or permit to
exist any Investments except for Permitted Investments. 


                    8.7 Transactions
with Affiliates. 


          The
Borrower will not, nor will it permit its Subsidiaries to, enter into any
transaction or series of transactions, whether or not in the ordinary course of
business, with any officer, director, shareholder, Subsidiary or Affiliate
other than on terms and conditions substantially as favorable as would be
obtainable in a comparable arm’s-length transaction with a Person other than an
officer, director, shareholder, Subsidiary or Affiliate, except that,
notwithstanding the foregoing, each of the following shall be permitted: (a)
transactions between or among the Credit Parties; (b) transactions between or
among the Borrower and its wholly owned Subsidiaries as long as such
transaction is not disadvantageous to the Lenders in any material respect; (c)
transactions between or among the Borrower or one or more of its wholly owned
Subsidiaries (on the one hand) and one of the non-wholly owned Subsidiaries of
the Borrower (on the other hand) as long as none of the equity of such
non-wholly owned Subsidiary is owned or controlled by an officer or director of
any Credit Party; (d) advances to employees permitted by clause (f) of the
definition of Permitted Investments; (e) Dividends; (f) fees, compensation and
other benefits paid to, and customary indemnity and reimbursement provided on
behalf of, officers, directors and employees of any Credit Party in the ordinary
course of business; (g) any employment agreements entered into by the Borrower
or any of its Subsidiaries in the ordinary course of business; (h) any
Permitted Receivables Financing; and (i) transactions and agreements in
existence on the date hereof and listed on Schedule 8.7 and, in each case, any
amendment thereto, that is not disadvantageous to the Lenders in any material
respect. 


                    8.8 Fiscal
Year; Accounting; Organizational Documents. 


          The
Borrower will not, nor will it permit its Subsidiaries to, unless such action
(i) would not affect the calculation of the financial covenants in Section 7.2
and (ii) would not or would not reasonably be likely to affect the rights of
the Lenders under the Credit Documents: (a) change its fiscal year other than
changing the fiscal year of a Subsidiary of the Borrower to a calendar year 


82





end, (b) change its
accounting procedures, except as a result of changes in GAAP and in accordance
with Section 1.3 or (c) change its organizational or governing documents. 


                    8.9 Stock Repurchases. 


          The
Borrower will not, nor will it permit its Subsidiaries to, directly or
indirectly, purchase, redeem or otherwise acquire or retire or make any
provisions for redemption, acquisition or retirement of any shares of the
Capital Stock of the Borrower of any class or any warrants or options to
purchase any such shares (collectively, a “Stock Repurchase”); provided
that the Borrower or its Subsidiaries may consummate Stock Repurchases as long
as on the date of such Stock Repurchase and after giving effect to such Stock
Repurchase no Default or Event of Default exists and is continuing. 


                    8.10 Sale/Leasebacks.


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Except as set forth in clause (b) below, the Borrower will not, and will not
 permit any Subsidiary to, enter into any Sale and Leaseback Transaction with
 respect to any Principal Property unless: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 the Sale and Leaseback Transaction is solely with the Borrower or a Guarantor;
 or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 the lease is for a period not in excess of five years, including renewal
 rights; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 prior to or within 270 days after the completion of the sale of such
 Principal Property in connection with the Sale and Leaseback Transaction, the
 Borrower or its Subsidiary applies the net cash proceeds of the sale of such
 Principal Property to: (A) the prepayment of (1) the Term Loans and, once the
 principal amount of Term Loans has been repaid in full, to the prepayment of
 the Revolving Loans (with a corresponding permanent reduction in the
 Revolving Committed Amount) or (2) debt ranking equally with the Loans; or (B) the acquisition of different property, facilities or equipment or the
 expansion of the Borrower and its Subsidiaries’ existing business, including
 the acquisition of other businesses. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 In addition to the Sale and Leaseback
 Transactions permitted by clause (a) above, the Borrower or any of its
 Subsidiaries may enter into any Sale and Leaseback Transactions if all
 Attributable Debt (measured, in each case, at the time such Sale and
 Leaseback Transaction is entered into by the Borrower or its Subsidiary) in
 respect of such Sale and Leaseback Transactions (not including any Sale and
 Leaseback Transactions permitted under clause (a) above), in the aggregate,
 does not exceed 5% of Total Assets. 

 


SECTION 9


EVENTS OF DEFAULT


83





                    9.1 Events
of Default. 


          An
Event of Default shall exist upon the occurrence, and during the continuation,
of any of the following specified events (each an “Event of Default”): 


	
  

 	
  

 	
  

 
	
  

 	
           (a) Payment. Any Credit Party shall default in the payment (i) when due
 of any principal of any of the Loans or any reimbursement obligation arising
 from drawings under Letters of Credit, whether hereunder, under any Guaranty
 or otherwise, or (ii) within three Business Days of when due of any interest
 on the Loans or any fees or other amounts owing hereunder, under any Guaranty
 or other Credit Documents or in connection herewith or therewith. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) Representations. Any representation, warranty or
 statement made or deemed to be made by any Credit Party herein, in any of the
 other Credit Documents, or in any statement or certificate delivered or
 required to be delivered pursuant hereto or thereto shall prove untrue in any
 material respect on the date as of which it was made or deemed to have been
 made. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (c) Covenants. Any Credit Party shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 default in the due performance or observance of any term, covenant or
 agreement contained in Sections 7.2, 7.3, 7.10, or 7.12 or Section 8
 inclusive;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 default in the due performance or observance by it of any term, covenant or
 agreement contained in Section 7.1 (excepting Section 7.1(e) for which the
 unremedied period shall only be five Business Days) and 7.11 and such default
 shall continue unremedied for a period of ten Business Days; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 default in the due performance or observance by it of any term, covenant or
 agreement (other than those referred to in subsections (a), (b) or (c)(i) or
 (ii) of this Section 9.1) contained in this Credit Agreement and such default
 shall continue unremedied for a period of at least 30 days after the earlier
 of an Authorized Officer of the Borrower becoming aware of such default or
 notice thereof given by the Administrative Agent.

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) Other Credit Documents. (i) Any Credit Party shall default
 in the due performance or observance of any term, covenant or agreement in
 any of the other Credit Documents and such default shall continue unremedied
 for a period of at least 30 days after the earlier of an Authorized Officer
 of the Borrower becoming aware of such default or notice thereof given by the
 Administrative Agent, (ii) any Credit Document shall fail to be in full force
 and effect or any Credit Party shall so assert or (iii) any Credit Document
 shall fail to give the Administrative Agent and/or the Lenders the rights, powers
 and privileges purported to be created by such Credit Document. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (e) Guaranties. The guaranty given by the Credit
 Parties hereunder or by any Additional Credit Party or material provision
 thereof shall cease to be in full force and effect, or any Guarantor or any
 Person acting by or on behalf of such Guarantor shall 

 


84









	
  

 	
  

 
	
  

 	
 deny or
 disaffirm such Guarantor’s obligations under such guaranty or such Guarantor
 shall default in the due payment or performance of such guaranty.

 
	
  

 	
  

 
	
  

 	
           (f) Bankruptcy,
 etc. The occurrence of any of the following with respect to a
 Credit Party (i) a court or governmental agency having jurisdiction in the
 premises shall enter a decree or order for relief in respect of a Credit
 Party in an involuntary case under any applicable bankruptcy, insolvency or
 other similar law now or hereafter in effect, or appoint a receiver,
 liquidator, assignee, custodian, trustee, sequestrator, administrator or
 similar official of a Credit Party or for any substantial part of its
 Property or ordering the winding up or liquidation of, or an administrator in
 respect of, its affairs; or (ii) an involuntary case under any applicable
 bankruptcy, insolvency or other similar law now or hereafter in effect is
 commenced against a Credit Party and such petition remains unstayed and in
 effect for a period of 60 consecutive days; or (iii) a Credit Party shall
 commence a voluntary case under any applicable bankruptcy, insolvency or
 other similar law now or hereafter in effect, or consent to the entry of an
 order for relief in an involuntary case under any such law, or consent to the
 appointment or taking possession by a receiver, liquidator, assignee,
 custodian, trustee, sequestrator, administrator or similar official of such
 Person or any substantial part of its Property or make any general assignment
 for the benefit of creditors; or (iv) a Credit Party shall fail generally, or
 shall admit in writing its inability, to pay its debts as they become due or
 any action shall be taken by such Person in furtherance of any of the
 aforesaid purposes. 

 
	
  

 	
  

 
	
  

 	
           (g) Defaults
 under Other Indebtedness. With respect to any Indebtedness in
 excess of $150,000,000 (other than Indebtedness outstanding under this Credit
 Agreement) of the Borrower or any of its Subsidiaries (A) such Person shall
 (x) default in any payment (beyond the applicable grace period with respect
 thereto, if any) with respect to any such Indebtedness, or (y) default (after
 giving effect to any applicable grace period) in the observance or
 performance of any covenant or agreement relating to such Indebtedness or
 contained in any instrument or agreement evidencing, securing or relating
 thereto, or any other event or condition shall occur or condition exist, the
 effect of which default or other event or condition is to cause, or permit,
 the holder or holders of such Indebtedness (or trustee or agent on behalf of
 such holders, if any) to require (determined without regard to whether any
 notice or lapse of time is required) any such Indebtedness to become due
 prior to its stated maturity; or (B) any such Indebtedness shall be declared
 due and payable, or required to be prepaid other than by a regularly
 scheduled required prepayment prior to the stated maturity thereof; or (C)
 any such Indebtedness shall mature and remain unpaid. 

 
	
  

 	
  

 
	
  

 	
           (h) Judgments.
 One or more judgments, orders, or decrees shall be entered against any one or
 more of the Borrower and its Subsidiaries involving a liability of
 $150,000,000 or more, in the aggregate, (to the extent not paid, covered by
 insurance provided by a carrier who has acknowledged coverage or covered by
 an indemnification from Corning Incorporated or SmithKline Beecham PLC) and
 such judgments, orders or decrees (i) are the subject of any enforcement
 proceeding commenced by any creditor or (ii) shall continue unsatisfied,
 undischarged and unstayed for a period ending on the first to occur of (A)
 the last day on which such judgment, order or decree becomes final and
 unappealable or (B) 60 days.

 


85









	
  

 	
           (i) ERISA.
 The occurrence of any of the following events or conditions which
 individually or in the aggregate has had or would reasonably be expected to
 have a Material Adverse Effect: (i) any “accumulated funding deficiency,” as
 such term is defined in Section 302 of ERISA and Section 412 of the Code,
 whether or not waived, shall exist with respect to any Plan, other than a
 Multiemployer Plan, or any Lien shall arise on the assets of the Borrower,
 any Subsidiary of the Borrower or any ERISA Affiliate in favor of the PBGC or
 a Plan, other than a Multiemployer Plan; (ii) an ERISA Event shall occur with
 respect to a Single Employer Plan, which is reasonably likely to result in
 the termination of such Plan for purposes of Title IV of ERISA; (iii) an
 ERISA Event shall occur with respect to a Multiemployer Plan or Multiple
 Employer Plan, which is reasonably likely to result in (A) the termination of
 such plan for purposes of Title IV of ERISA, or (B) the Borrower, any
 Subsidiary of the Borrower or any ERISA Affiliate incurring any liability in
 connection with a withdrawal from, reorganization of (within the meaning of
 Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of
 ERISA) of such plan; (iv) any prohibited transaction (within the meaning of
 Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary
 responsibility shall occur which may subject the Borrower, any Subsidiary of
 the Borrower or any ERISA Affiliate to any liability under Sections 406, 409,
 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
 agreement or other instrument pursuant to which the Borrower, any Subsidiary
 of the Borrower or any ERISA Affiliate has agreed or is required to indemnify
 any Person against any such liability; or (v) the Borrower, any Subsidiary of
 the Borrower or any ERISA Affiliate fails to pay when due, after the
 expiration of any applicable grace period, any installment payment with
 respect to its withdrawal liability under Section 4201 of ERISA under a
 Multiemployer Plan in an aggregate amount in excess of $150,000,000. 

 
	
  

 	
  

 
	
  

 	
           (j) Ownership.
 There shall occur a Change of Control. 

 
	
  

 	
  

 
	
  

 	
           (k) Borrower
 Material Adverse Effect. Any event or other circumstance shall have
 occurred or come into effect on or prior to the Closing Date which shall have
 resulted in a Material Adverse Effect which shall be continuing on the 45th
 day following the Closing Date.

 
	
  

 	
  

 
	
  

 	
           9.2 Acceleration; Remedies. 

 
	
  

 	
  

 
	
           Upon
 the occurrence and during the continuation of an Event of Default, the
 Administrative Agent may or shall, upon the request and direction of the
 Required Lenders, take the following actions without prejudice to the rights
 of the Administrative Agent or any Lender to enforce its claims against the
 Credit Parties, except as otherwise specifically provided for herein:

 
	
  

 	
  

 
	
  

 	
           (a) Termination
 of Commitments. Declare the Commitments terminated whereupon the
 Commitments shall be immediately terminated. 

 
	
  

 	
  

 
	
  

 	
           (b) Acceleration
 of Loans. Declare the unpaid principal of and any accrued interest in
 respect of all Loans, any reimbursement obligations arising from drawings
 under Letters of Credit and any and all other Indebtedness or obligations of
 any and every kind owing by a Credit Party to any of the Lenders under the
 Credit Documents to be due

 


86









	
  

 	
  

 
	
  

 	
 whereupon
 the same shall be immediately due and payable without presentment, demand,
 protest or other notice of any kind, all of which are hereby waived by the
 Credit Parties.

 
	
  

 	
  

 
	
  

 	
           (c) Cash
 Collateral. Direct the Borrower to pay (and the Borrower agrees that upon
 receipt of such notice, or upon the occurrence of an Event of Default under
 Section 9.1(f), it will immediately pay) to the Administrative Agent
 additional cash, to be held by the Administrative Agent, for the benefit of
 the Lenders, in a cash collateral account as additional security for the LOC
 Obligations in respect of subsequent drawings under all then outstanding
 Letters of Credit in an amount equal to the maximum aggregate amount which
 may be drawn under all Letters of Credits then outstanding. 

 
	
  

 	
  

 
	
  

 	
           (d) Enforcement
 of Rights. To the extent permitted by law, enforce any and all rights and
 interests created and existing under the Credit Documents, including, without
 limitation, all rights and remedies against a Guarantor and all rights of
 set-off.

 



Notwithstanding
the foregoing, if an Event of Default specified in Section 9.1(f) shall occur,
then the Commitments shall automatically terminate and all Loans, all
reimbursement obligations under Letters of Credit, all accrued interest in
respect thereof, all accrued and unpaid fees and other indebtedness or
obligations owing to the Lenders hereunder shall immediately become due and
payable without the giving of any notice or other action by the Administrative
Agent or the Lenders, which notice or other action is expressly waived by the
Credit Parties. 


Notwithstanding
the fact that enforcement powers reside primarily with the Administrative
Agent, each Lender has, to the extent permitted by law, a separate right of
payment and shall be considered a separate “creditor” holding a separate
“claim” within the meaning of Section 101(5) of the Bankruptcy Code or any
other insolvency statute. 


                    9.3 Allocation
of Payments After Event of Default. 


          Notwithstanding
any other provisions of this Credit Agreement, after the exercise of any
remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (or
after any Event of Default that causes the Commitments to terminate and/or all
of the Credit Party Obligations to be due hereunder), all amounts collected or
received by the Administrative Agent or any Lender on account of amounts
outstanding under any of the Credit Documents shall be paid over or delivered
as follows: 


          FIRST,
to the payment of all reasonable out-of-pocket costs and expenses (including
without limitation reasonable Attorney Costs) of the Administrative Agent or
any of the Lenders in connection with enforcing the rights of the Lenders under
the Credit Documents, pro rata as set forth below; 


          SECOND,
to payment of any fees owed to the Administrative Agent, the Issuing Lender,
the Swing Line Lender or any Lender, pro rata as set forth below; 


          THIRD, to the payment of all accrued
interest payable to the Lenders hereunder, pro rata as set forth below; 


87





          FOURTH,
to the payment of the outstanding principal amount of the Loans and
unreimbursed drawings under Letters of Credit, and to the payment or cash
collateralization of the outstanding LOC Obligations, pro rata as set forth
below; 


          FIFTH,
to all other obligations which shall have become due and payable under the
Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH”
above; and 


          SIXTH,
to the payment of the surplus, if any, to whoever may be lawfully entitled to
receive such surplus. 


In carrying
out the foregoing, (a) amounts received shall be applied in the numerical order
provided until exhausted prior to application to the next succeeding category;
(b) each of the Lenders shall receive an amount equal to its pro rata share
(based on the proportion that the then outstanding Loans, and LOC Obligations
held by such Lender bears to the aggregate then outstanding Loans and LOC
Obligations of amounts available to be applied; and (c) to the extent that any
amounts available for distribution pursuant to clause “FOURTH” above are
attributable to the issued but undrawn amount of outstanding Letters of Credit,
such amounts shall be held by the Administrative Agent in a cash collateral
account and applied (i) first, to reimburse the Issuing Lender from time to
time for any drawings under such Letters of Credit and (ii) then, following the
expiration of all Letters of Credit, to all other obligations of the types
described in clauses “FOURTH” and “FIFTH” above in the manner provided in this
Section 9.3. 


SECTION 10


AGENCY PROVISIONS


                    10.1 Appointment. 


	
  

 	
  

 
	
  

 	
           (a)          Each Lender
 hereby irrevocably appoints, designates and authorizes the Administrative
 Agent to take such action on its behalf under the provisions of this Credit
 Agreement and each other Credit Document and to exercise such powers and
 perform such duties as are expressly delegated to it by the terms of this
 Credit Agreement or any other Credit Document, together with such powers as
 are reasonably incidental thereto. Notwithstanding any provision to the
 contrary contained elsewhere herein or in any other Credit Document, the
 Administrative Agent shall not have any duties or responsibilities, except
 those expressly set forth herein, nor shall the Administrative Agent have or
 be deemed to have any fiduciary or trustee relationship with any Lender or
 participant, and no implied covenants, functions, responsibilities, duties,
 obligations or liabilities shall be read into this Credit Agreement or any
 other Credit Document or otherwise exist against the Administrative Agent.
 Without limiting the generality of the foregoing sentence, the use of the
 term “agent” herein and in the other Credit Documents with reference to the
 Administrative Agent is not intended to connote any fiduciary or other
 implied (or express) obligations arising under agency doctrine of any
 applicable law. Instead, such term is used merely as a matter of market
 custom, and is intended to create or reflect only an administrative
 relationship between independent contracting parties. 

 


88









	
  

 	
  

 
	
  

 	
           (b)
 The Issuing Lender shall act on behalf of the Lenders with respect to any Letters
 of Credit issued by it and the documents associated therewith until such time
 (and except for so long) as the Administrative Agent may agree at the request
 of the Required Lenders to act for the Issuing Lender with respect thereto; provided,
 however, that the Issuing Lender shall have all of the benefits and
 immunities (i) provided to the Administrative Agent in this Section 10 with
 respect to any acts taken by or omissions of the Issuing Lender in connection
 with Letters of Credit issued by it or proposed to be issued by it and the
 application and agreements for letters of credit pertaining to the Letters of
 Credit as fully as if the term “Administrative Agent” as used in this Section
 10 included the Issuing Lender with respect to such acts or omissions, and
 (ii) as additionally provided herein with respect to the Issuing Lender. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Each of (1) Morgan Stanley in its capacity as Syndication Agent and (ii)
 Barclays Bank PLC, JPMorgan Chase Bank, N.A., Merrill Lynch Bank, USA and
 Wachovia Bank, National Association in their capacities as Co-Documentation
 Agents shall have no duties or obligations whatsoever under this Credit
 Agreement or the other Credit Documents. 

 
	
  

 	
  

 
	
  

 	
           10.2 Delegation of Duties.

 
	
  

 	
  

 
	
           The
 Administrative Agent may execute any of its duties under this Credit
 Agreement or any other Credit Document by or through agents, employees or
 attorneys-in-fact and shall be entitled to advice of counsel and other
 consultants or experts concerning all matters pertaining to such duties. The
 Administrative Agent shall not be responsible for the negligence or
 misconduct of any agent or attorney-in-fact that it selects with reasonable
 care.

 
	
  

 	
  

 
	
  

 	
           10.3 Exculpatory
 Provisions.

 
	
  

 	
  

 
	
           No
 Agent-Related Person shall (a) be liable for any action taken or omitted to
 be taken by any of them under or in connection with this Credit Agreement or
 any other Credit Document or the transactions contemplated hereby (except for
 its own gross negligence or willful misconduct in connection with its duties
 expressly set forth herein), or (b) be responsible in any manner to any
 Lender or participant for any recital, statement, representation or warranty
 made by any Credit Party or any officer thereof, contained herein or in any other
 Credit Document, or in any certificate, report, statement or other document
 referred to or provided for in, or received by the Administrative Agent under
 or in connection with, this Credit Agreement or any other Credit Document, or
 the validity, effectiveness, genuineness, enforceability or sufficiency of
 this Credit Agreement or any other Credit Document, or for any failure of any
 Credit Party or any other party to any Credit Document to perform its
 obligations hereunder or thereunder. No Agent-Related Person shall be under
 any obligation to any Lender or participant to ascertain or to inquire as to
 the observance or performance of any of the agreements contained in, or
 conditions of, this Credit Agreement or any other Credit Document, or to
 inspect the properties, books or records of any Credit Party or any Affiliate
 thereof.

 


89






                    10.4 Reliance on Communications.


	
  

 	
  

 
	
  

 	
           (a) The
 Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,
 communication, signature, resolution, representation, notice, consent,
 certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document
 or conversation believed by it to be genuine
 and correct and to have been signed, sent or made by the proper Person or
 Persons, and upon advice and statements of legal counsel (including counsel
 to any Credit Party), independent accountants and other experts
 selected by the Administrative Agent. The
 Administrative Agent may deem and treat each Lender as the owner of its interests
 hereunder for all purposes unless a written notice of assignment, negotiation
 or transfer thereof shall have been
 delivered to the Administrative Agent in accordance with Section
 11.3(b). The Administrative Agent shall be fully justified in failing or
 refusing to take any action under any
 Credit Document unless it shall first receive such advice or concurrence
 of the Required Lenders as it deems appropriate and, if it so requests, it
 shall first be indemnified to its satisfaction by the Lenders against any and
 all liability and expense which may be incurred by it by reason of taking or
 continuing to take any such action. The Administrative Agent shall in all
 cases be fully protected in acting, or in refraining
 from acting, under this Credit Agreement or any other Credit Document in accordance with a request or consent of the
 Required Lenders or all the Lenders, if required hereunder, and such request
 and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders
 and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits
 or prohibits an action unless the Required Lenders otherwise
 determine, the Administrative Agent shall, and in all other instances, the
 Administrative Agent may, but shall not be required to, initiate any
 solicitation for the consent or a vote of the Lenders.

 
	
  

 	
  

 
	
  

 	
           (b) For purposes of determining compliance with the
 conditions specified in Section
 5.1, each Lender that has signed this Credit Agreement shall be deemed to
 have consented to, approved or
 accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such
 Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or
 approved by or acceptable or satisfactory to a Lender.

 



                    10.5 Notice of Default.


          The
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall
have received written notice from a Lender or the Borrower referring to this Credit Agreement, describing
such Default or Event of Default and stating
that such notice is a “notice of default.” The Administrative Agent will notify
the Lenders of its receipt of any
such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may
be reasonably directed by the Required Lenders
in accordance with Section 9.2; provided, however, that unless and until the Administrative
Agent has received any such direction, the Administrative Agent may (but shall 


90





not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable or in
the best interest of the Lenders.


                    10.6 Non-Reliance on
Administrative Agent and Other Lenders.


          Each Lender
acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Credit Party or
any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their
possession. Each Lender represents to the Administrative Agent that it has, independently and without
reliance upon any Agent-Related Person or any other Lender and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, Property, financial and other condition and creditworthiness of the Credit Parties and their
respective Affiliates, and all
applicable bank or other regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Credit
Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any Agent-Related
Person or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and
the other Credit Documents, and to
make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property,
financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations, Property, financial and
other condition or creditworthiness of
any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related
Person.


91





                    10.7 Indemnification.


          To the
extent that the Borrower for any reason fails to indefeasibly pay any amount
required under Section 11.5 to be paid by it to the Administrative Agent (or
any sub-agent thereof), the Issuing Lender or any Agent-Related
Person of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the Issuing Lender or such Agent-Related Person, as the case may be,
such Lender’s Revolving Loan Commitment Percentage and/or Term Loan Commitment Loan Percentage, as applicable,
(determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or the
Issuing Lender in its capacity as such, or against any Agent-Related Person of
any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or Issuing Lender in connection with such capacity. 


                    10.8
Administrative Agent in Its Individual
Capacity.


          Bank of
America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests
in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with each of the
Credit Parties and their respective Affiliates as though Bank of America were
not the Administrative Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America
or its Affiliates may receive information
regarding any Credit Party or its Affiliates (including information that may be
subject to confidentiality
obligations in favor of such Credit Party or such Affiliate) and that the Administrative Agent shall be under no obligation
to provide such information to them. With respect to its Loans, Bank of
America shall have the same rights and powers under this Credit Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the Issuing Lender, and the terms “Lender” and
“Lenders” include Bank of America in its
individual capacity.


                    10.9 Successor
Agent.


          The
Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
the Lenders. If the
Administrative Agent resigns under this Credit Agreement, the Required Lenders
shall appoint from among the Lenders a successor administrative agent for the
Lenders which successor administrative agent
(such appointment, absent the existence of an Event of Default, to be subject to the consent of the Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the
Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and
the term “Administrative Agent” shall mean such successor administrative
agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Section 10 and Sections


92





11.5 and 11.10 shall continue to inure to its benefit as to any actions
taken or omitted to be taken by
it while it was Administrative Agent under this Credit Agreement. If no
successor administrative agent has
accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s
notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Lenders
shall perform all of the duties of the Administrative Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as
provided for above.


                    10.10
Agent May File Proofs of Claim.


          In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative
Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise


	
  

 	
  

 
	
  

 	
           (a) to
 file and prove a claim for the whole amount of the principal and interest owing
 and unpaid in respect of the Loans and all other Credit Party Obligations
 that are owing and unpaid and to file such
 other documents as may be necessary or advisable in order to have the claims of the Lenders and the
 Administrative Agent (including any claim for the reasonable
 compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their
 respective agents and counsel and all other amounts due the Lenders
 and the Administrative Agent) allowed in such judicial proceeding; and

 
	
  

 	
  

 
	
  

 	
           (b) to
 collect and receive any monies or other property payable or deliverable on
 any such claims and to distribute the same;

 



and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to
make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under the Credit Documents.


          Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or
composition affecting the Credit Party Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


SECTION 11


MISCELLANEOUS


93





                    11.1
Notices Etc.


	
  

 	
  

 
	
  

 	
           (a) General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in
writing (including by facsimile transmission).
All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address,
facsimile number or (subject to subsection (c) below) electronic mail
address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone
number, as follows: 

 






	
  

 	
  

 
	
  

 	
           (i) if to
 a Credit Party or the Administrative Agent to the address, facsimile
 number, electronic mail address or telephone number specified for such Person on Schedule 11.1 or to such other address, facsimile number,
 electronic mail address or telephone number as shall be designated by
 such party in a notice to the other parties; and

 
	
  

 	
  

 
	
  

 	
           (ii) if
 to any other Lender, to the address, facsimile number, electronic mail
 address or telephone number specified in its administrative questionnaire provided by the Administrative Agent or to such
 other address, facsimile number, electronic mail address or telephone
 number as shall be designated by such party in a notice to such Credit Party
 and the Administrative Agent.

 






	
  

 	
  

 
	
  

 	
           Notices
 sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
 given when received; notices sent by facsimile shall be deemed to have
 been given when sent (except that, if not given during normal business hours for the recipient, shall be
 deemed to have been given at the opening
 of business on the next business day for the recipient). Notices delivered through
 electronic communications to the extent provided in subsection (b) below,
 shall be effective as provided in such subsection (b).

 
	
  

 	
  

 
	
  

 	
           (b)
 Electronic Communications. Notices and other
 communications to the Lenders
 hereunder may be delivered or furnished by electronic communication
 (including e-mail and Internet or
 intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the
 foregoing shall not apply to notices to any Lender pursuant to Section
 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such
 Section 2 by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to
 accept notices and other
 communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval
 of such procedures may be limited to particular
 notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
 sent to an e-mail address shall be deemed
 received upon the sender’s receipt of an acknowledgement from the intended recipient
 (such as by the “return receipt requested” function, as available, return
 e-mail or other written acknowledgement), provided that if such
 notice or other communication is not sent during the normal business hours of
 the recipient, such notice or communication shall be deemed to have been sent
 at the opening of business on the next business day for the recipient, and
 (ii) notices or communications posted to an Internet or intranet website

 


94









	
  

 	
  

 
	
  

 	
 shall be
 deemed received upon the deemed receipt by the intended recipient at its
 e-mail address as described in the
 foregoing clause (i) of notification that such notice or communication
 is available and identifying the website address therefor.

 
	
  

 	
  

 
	
  

 	
           (c) The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT- RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM. In no event shall the
Agent-Related Persons have any liability to the Borrower, any Lender or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent-Related Person; provided, however, that in no event shall any
Agent-Related Person have any
liability to the Borrower, any Lender or any other Person for indirect,
special, incidental, consequential or punitive damages {as opposed to direct
or actual damages).  

 
	
  

 	
  

 
	
  

 	
           (d) Effectiveness
 of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile.
 The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force
 and effect as manually-signed
 originals and shall be binding on the Borrower, the Administrative Agent and the Lenders. The Administrative Agent
 may also require that any such documents
 and signatures be confirmed by a manually-signed original thereof; provided,
 however, that the failure to request or deliver the same shall
 not limit the effectiveness of any facsimile document or signature.

 
	
  

 	
  

 
	
  

 	
           (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely
 and act upon any notices (including telephonic notices) purportedly
 given by or on behalf of a Credit Party even if (i) such notices were not made in a manner specified
 herein, were incomplete or were not preceded
 or followed by any other form of notice specified herein, or (ii) the terms thereof,
 as understood by the recipient, varied from any confirmation thereof. The
 Credit Parties shall indemnify each
 Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from
 the reliance by such Person on each notice purportedly given by or on
 behalf of a Credit Party. All telephonic notices to and other communications with the Administrative Agent may
 be recorded by the Administrative Agent, and each of the parties hereto
 hereby consents to such recording.

 


95









	
  

 	
  

 
	
  

 	
           (f)
 Change of Address, Etc. Each of the Borrower, the Administrative
 Agent, the Issuing Lender and the Swing
 Line Lender may change its address, telecopier or telephone number for
 notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its
 address, telecopier or telephone number
 for notices and other communications hereunder by notice to the Borrower, the
 Administrative Agent, the Issuing Lender and the Swing Line Lender. In
 addition, each Lender agrees to notify the Administrative Agent from time to
 time to ensure that the Administrative
 Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail
 address to which notices and other communications
 may be sent and (ii) accurate wire instructions for such Lender. Furthermore,
 each Public Lender agrees to cause at least one individual at or on behalf of
 such Public Lender to at all times have
 selected the “Private Side Information” or similar designation on the content declaration screen of
 the Platform in order to enable such Public
 Lender or its delegate, in accordance with such Public Lender’s compliance
 procedures and applicable Law, including United States Federal and state
 securities Laws, to make reference
 to Borrower Materials that are not made available through the “Public Side Information” portion of the
 Platform and that may contain material non-public information with
 respect to the Borrower or its securities for purposes of United States
 Federal or state securities laws.

 



                    11.2
Right of Set-Off.


          In addition
to any rights now or hereafter granted under applicable law or otherwise, and not
by way of limitation of any
such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2,
each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice
of any kind (all of which rights
being hereby expressly waived), to set-off and to appropriate and apply any and
all deposits (general or special) and
any other indebtedness at any time held or owing by such Lender (including,
without limitation, branches, agencies or Affiliates of such Lender wherever
located) to or for the credit or the account
of any Credit Party against obligations and liabilities of such Credit Party to the Lenders hereunder, under the Notes,
the other Credit Documents or otherwise, irrespective of whether the
Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations,
liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to
have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books
of such Lender subsequent thereto. The
Credit Parties hereby agree that any Person purchasing a participation
in the Loans and Commitments hereunder pursuant to Sections 11.3(e) or 3.8 may exercise all rights of set-off with respect to
its participation interest as fully as if such Person were a Lender hereunder.


                    11.3
Benefit of Agreement.


	
  

 	
  

 
	
  

 	
           (a)
 Generally. The provisions of this Credit Agreement shall be binding
 upon and inure to the benefit of the parties hereto and their respective
 successors and assigns permitted hereby,
 except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the
 prior written consent of each Lender and no Lender may assign or otherwise
 transfer any of its rights or obligations hereunder except

 


96









	
  

 	
  

 
	
  

 	
 (i) to an Eligible Assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, (iii) by
way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section
or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and
any other attempted assignment or transfer by any party hereto shall
be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns
permitted hereby, Loan Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Credit Agreement. 

 
	
  

 	
  

 
	
  

 	
           (b)
Assignments by Lenders. Any Lender may at any time
assign to one or more assignees all
or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment
and the Loans (including participations in LOC Obligations and in
Swing Line Loans) at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 

 






	
  

 	
  

 
	
  

 	
 (i) Minimum
 Amounts.

 
	
  

 	
  

 
	
  

 	
           (A) in
 the case of an assignment of the entire remaining amount of the
 assigning Lender’s Commitment and the Loans at the time owing to it or in the
 case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
 assigned; and

 
	
  

 	
  

 
	
  

 	
           (B) in
 any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment
 (which for this purpose includes Loans outstanding thereunder) or, if
 the applicable Commitment is not then in
 effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such
 assignment, determined as of the date the Assignment and Assumption
 with respect to such assignment is delivered
 to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
 Date, shall not be less than $5,000,000 unless each of the Administrative
 Agent and, so long as no Event of
 Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be
 unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from
 members of an Assignee Group to a single Eligible Assignee (or to an
 Eligible Assignee and members of its Assignee Group) will be treated as a
 single assignment for purposes of determining whether such minimum amount has
 been met.

 
	
  

 	
  

 






	
  

 	
  

 
	
  

 	
           (ii)
 Proportionate Amounts. Each partial assignment shall
 be made as an assignment of a proportionate
 part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the
 Commitment assigned, except that
 this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing
 Line Loans or (B) prohibit

 


97









	
  

 	
  

 
	
  

 	
 any Lender
 from assigning all or a portion of its Revolving Committed Amount and Term
 Loan Committed Amount on a non-pro rata basis;

 
	
  

 	
  

 
	
  

 	
           (iii)
 Required Consents. No consent shall be required for any assignment except
 to the extent required by subsection (b)(i)(B) of this Section and as
 set forth below:

 






	
  

 	
  

 
	
  

 	
           (A) the
 consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be
 required unless (1) an Event of Default has occurred and is continuing
 at the time of such assignment or (2) such
 assignment is to a Lender, an Affiliate of a Lender or an Approved
 Fund;

 
	
  

 	
  

 
	
  

 	
           (B) the consent of the Administrative Agent (such
 consent not to be unreasonably withheld or delayed) shall be required for
 assignments in respect of (1) any
 Term Loan Committed Amount or Revolving Committed Amount if such
 assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Senior Credit Facility,
 an Affiliate of such Lender or an
 Approved Fund with respect to such Lender,
 or (2) any Term Loan to a Person that is not a Lender, an Affiliate of
 a Lender or an Approved Fund;

 
	
  

 	
  

 
	
  

 	
           (C) the
 consent of the Issuing Lender (such consent not to be unreasonably withheld
 or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in
 exposure under one or more Letters of Credit (whether or not then
 outstanding); and

 
	
  

 	
  

 
	
  

 	
           (D) the consent of the Swing Line Lender (such
 consent not to be unreasonably withheld or delayed) shall be required for any
 assignment in respect of the Revolving Credit Facility.

 






	
  

 	
  

 
	
  

 	
           (iv)
 Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent
 an Assignment and Assumption, together
 with a processing and recordation fee in the amount of $3,500; provided,
 however, that the Administrative Agent may, in its sole
 discretion, elect to waive such processing and recordation fee in the case of
 any assignment. The assignee, if it is
 not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

 
	
  

 	
  

 
	
  

 	
           (v)
 No Assignment to Borrower. No such assignment shall be made to the
 Borrower or any of the Borrower’s Affiliates or Subsidiaries.

 
	
  

 	
  

 
	
  

 	
           (vi) No
 Assignment to Natural Persons. No such assignment shall be made
 to a natural person. 

 



Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the


98





interest assigned by such Assignment and Assumption, have the rights
and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment
and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.9, 3.12, 3.13, 3.14 and 11.5 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.


	
  

 	
  

 
	
  

 	
           (c) Register.
 The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the
 Agency Service Address a copy of each Assignment and Assumption delivered to it and a register for the
 recordation of the names and addresses of the Lenders, and the
 Commitments of, and principal amounts of the
 Loans owing to, each Lender pursuant to the terms hereof from time to time
 (the “Register”). The entries in the Register shall be conclusive
 (absent manifest error), and the Borrower, the Administrative Agent and the
 Lenders may treat each Person whose name is recorded in the Register pursuant
 to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the
 contrary. The Register shall be
 available for inspection by the Borrower, at any reasonable time and from
 time to time upon reasonable prior notice. In addition, at any time that a
 request for a consent for a
 material or other substantive change to the Credit Documents is pending, any Lender wishing to consult with other Lenders
 in connection therewith may request and
 receive from the Administrative Agent a copy of the Register.

 
	
  

 	
  

 
	
  

 	
           (d) Participations.
 Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
 Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s
 Affiliates or Subsidiaries or any competitor of the Borrower or any
 affiliate of a competitor of the Borrower)
 (each, a “Loan Participant”) in all or a portion of such Lender’s
 rights and/or obligations under
 this Credit Agreement (including all or a portion of its Commitment and/or
 the Loans; provided that (i) such Lender’s obligations under this
 Credit Agreement shall remain unchanged,
 (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
 obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal
 solely and directly with such
 Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument
 pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
 right to enforce this Credit
 Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided
 that such agreement or instrument may provide that such Lender will not, without the consent of the Loan
 Participant, agree to any
 amendment, waiver or other modification that would change the amount,
 interest rate or maturity of the
 Loans or any other matter that requires unanimous consent of all of the Lenders. Subject to subsection (e) of this
 Section, the Borrower agrees that each Loan

 


99









	
  

 	
  

 
	
  

 	
 Participant shall be entitled to the benefits of Sections 3.9, 3.13
 and 3.14 to the same extent
 as if it were a Lender and had acquired its interest by assignment pursuant
 to subsection (b) of this Section. To the extent permitted by law,
 each Loan Participant also shall be entitled to the benefits of Section 11.2
 as though it were a Lender, provided such Loan Participant agrees to
 be subject to Section 3.8 as though it were a Lender.

 
	
  

 	
  

 
	
  

 	
           (e)
 Loan Participant’s Rights. A Loan Participant shall not be entitled to receive any greater payment under Section 3.9 or
 3.14 than the applicable Lender would have been entitled to receive with respect to the participation sold
 to such Loan Participant, unless
 the sale of the participation to such Loan Participant is made with the Borrower’s prior written consent. A Loan
 Participant that would be a foreign Lender if it were a Lender shall
 not be entitled to the benefits of Section 3.13 unless the Borrower is notified of the participation sold to such Loan
 Participant and such Loan Participant agrees, for the benefit of the
 Borrower, to comply with Section 3.13 as though it were a Lender.

 
	
  

 	
  

 
	
  

 	
           (f) Unrestricted
 Assignments. Any Lender may at any time pledge or assign a security interest in all or any portion of its
 rights under this Credit Agreement (including
 under its Note(s), if any) to secure obligations of such Lender, including
 any pledge or assignment to secure obligations to a Federal Reserve
 Bank; provided that no such pledge
 or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or
 assignee for such Lender as a party hereto.

 
	
  

 	
  

 
	
  

 	
           (g)
 Special Purpose Entities. Notwithstanding anything to the contrary contained herein, so long as any action in accordance
 with this Section 11.3(g) does not cause
 increased costs or expenses for the Borrower, any Lender (a “Granting
 Lender”) may grant to a special purpose funding vehicle (an “SPC”)
 the option to fund all or any part of any
 Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided
 that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to
 exercise such option or otherwise fails to fund all or any part of
 such Loan, the Granting Lender shall be obligated to fund such Loan pursuant
 to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.6 and (iv) with respect to
 notices, payments and other matters
 hereunder, the Borrower, the Administrative Agent and the Lenders shall not
 be obligated to deal with an SPC, but may limit their communications
 and other dealings relevant to such SPC to
 the applicable Granting Lender. The funding of a Loan by an SPC
 hereunder shall utilize the Commitment of the Granting Lender to the same
 extent that, and as if, such Loan were
 funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
 any indemnity or payment under this Credit Agreement for which a
 Lender would otherwise be liable for so long as, and to the extent, the
 Granting Lender provides such indemnity or makes such payment.
 Notwithstanding anything to the contrary contained in this Credit Agreement,
 any SPC may disclose any non-public information relating to its funding of
 Loans to any rating agency, commercial paper
 dealer or provider of any surety or guarantee to such SPC so long as such disclosure is clearly designated as being made
 on a confidential basis. This Section 11.3(g) may not be amended without
 the prior written consent of each Granting

 


100









	
  

 	
  

 
	
  

 	
 Lender,
 all or any part of whose Loan is being funded by an SPC at the time of such
 amendment.

 
	
  

 	
  

 
	
  

 	
           (h)
 Electronic Execution
 of Assignments. The words
 “execution,” “signed,” “signature,” and words of like import in any
 Assignment and Assumption shall be deemed to include electronic signatures or
 the keeping of records in electronic form, each of which shall be of the same
 legal effect, validity or enforceability as a manually executed signature or
 the use of a paper-based recordkeeping system, as the case may be, to the
 extent and as provided for in any applicable law, including the Federal
 Electronic Signatures in Global and National Commerce Act, the New York State
 Electronic Signatures and Records Act, or any other similar state laws based
 on the Uniform Electronic Transactions Act.

 



                    11.4
No Waiver; Remedies Cumulative.


          No
failure or delay on the part of the Administrative Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any Credit Party and
the Administrative Agent or any Lender shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein are cumulative and not
exclusive of any rights or remedies which the Administrative Agent or any
Lender would otherwise have. No notice to or demand on any Credit Party in any
case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.


                    11.5
Payment of Expenses; Indemnification.


	
  

 	
  

 
	
  

 	
 (a)
 The Borrower shall pay on demand:

 
	
  

 	
  

 
	
  

 	
           (i)
 any and all attorneys’ fees and disbursements and out-of-pocket costs and
 expenses incurred by the Administrative Agent in connection with the
 development, drafting, negotiation and administration of the Credit
 Documents, any amendments thereto and the syndication and closing of the
 transactions contemplated thereby; and

 
	
  

 	
  

 
	
  

 	
           (ii)
 all costs and expenses (including fees and disbursements of in-house and
 other attorneys, appraisers and consultants) incurred by the Agents or the
 Lenders in any workout, restructuring or similar arrangements or, after an
 Event of Default, in connection with the protection, preservation, exercise
 or enforcement of any of the terms of the Credit Documents or in connection
 with any foreclosure, collection or bankruptcy proceedings.

 



          The
foregoing costs and expenses shall include all out-of-pocket expenses incurred
by the Administrative Agent and the cost of independent public accountants and
other outside experts retained by the Administrative Agent or any Lender. If
requested by the Borrower, the Administrative Agent or a Lender, as applicable,
will furnish to the Borrower, within ten


101





Business Days
of such request, a certificate setting forth the basis in reasonable detail
with respect to any amounts requested under this Section 11.5(a). All
amounts due under this Section 11.5(a) shall be payable within twenty Business
Days after demand therefor. The agreements in this Section shall survive the
termination of the Commitments and repayment of all Credit Party Obligations. 


	
  

 	
  

 
	
  

 	
 (b)
 Indemnification.

 
	
  

 	
  

 
	
  

 	
           (i)
Whether or not the transactions contemplated hereby are consummated, the
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including attorney costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (A)
the execution, delivery, enforcement, performance or administration of any
Credit Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of
the transactions contemplated thereby, (B) any Commitment or Loan or the use
or proposed use of the proceeds therefrom, (C) any actual or alleged presence
or release of hazardous materials on or from any property currently or
formerly owned or operated by the Borrower or any of its Subsidiaries or any
environmental liability related in any way to the Borrower or any of its
Subsidiaries or (D) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses or disbursements are determined by a final and nonappealable
judgment of a court of competent jurisdiction to have resulted from the gross
negligence, willful misconduct or bad faith of such Indemnitee. No Indemnitee
shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Credit Agreement,
nor shall any Indemnitee have any liability for any indirect or consequential
damages relating to this Credit Agreement or any other Credit Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this Section
11.5(b) shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all the Credit
Party Obligations. 

 


102









	
  

 	
  

 
	
  

 	
           (ii)
 To the extent that the undertaking to indemnify and hold harmless set forth
 in Section 11.5(b)(i) may be unenforceable as violative of any applicable law
 or public policy, the Borrower shall make the maximum contribution to the
 payment and satisfaction of each of the Indemnified Liabilities that is
 permissible under applicable law.

 



                    11.6
Amendments, Waivers and Consents.


          Neither
this Credit Agreement nor any other Credit Document nor any of the terms hereof
or thereof may be amended, changed, waived, discharged or terminated unless
such amendment, change, waiver, discharge or termination is in writing and
signed by the Required Lenders and the then Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without
the consent of each Lender affected thereby: 


	
  

 	
  

 
	
  

 	
           (a)
 extend the Maturity Date or extend or postpone the time for any payment or
 prepayment of principal of any Loan or unreimbursed drawing of any Letter of
 Credit;

 
	
  

 	
  

 
	
  

 	
           (b)
 reduce the rate or amount or extend the time of payment of interest (other
 than as a result of waiving the applicability of any post-default increase in
 interest rates) thereon or fees hereunder;

 
	
  

 	
  

 
	
  

 	
           (c)
 reduce or waive the principal amount of any Loan or unreimbursed drawing of
 any Letter of Credit;

 
	
  

 	
  

 
	
  

 	
           (d)
 increase or extend the Commitment of a Lender (it being understood and agreed
 that a waiver of any Default or Event of Default or a waiver of any mandatory
 reduction in the Commitments shall not constitute a change in the terms of
 any Commitment of any Lender);

 
	
  

 	
  

 
	
  

 	
           (e)
 release the Borrower from its obligations or consent to the assignment or
 transfer by the Borrower of any of its rights and obligations under (or in
 respect of) the Credit Documents or release (i) all or substantially all of
 the Guarantors from their respective obligations under the Credit Documents
 or (ii) any material Guaranty;

 
	
  

 	
  

 
	
  

 	
           (f)
 amend, modify or waive any provision of this Section 11.6 or Section 3.4(a),
 3.4(b)(i), 3.7 (or any other provision providing for the pro rata nature of
 payments or disbursements to Lenders), 3.8, 9.1(a), 11.2, 11.3 or 11.5; or

 
	
  

 	
  

 
	
  

 	
           (g)
 reduce any percentage specified in, or otherwise modify, the definition of
 Required Lenders.

 



Notwithstanding
the above, (i) no provisions of Section 10 may be amended or modified without
the consent of the Administrative Agent, (ii) no provisions of Section 2.3 may
be amended or modified without the consent of the Issuing Lender and (iii) no
provisions of Section 2.4 may be amended or modified without the consent of the
Swing Line Lender.


Notwithstanding
the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (x) each Lender is entitled to vote as such
Lender sees fit on any reorganization plan


103





that affects
the Loans or the Letters of Credit, and each Lender acknowledges that the
provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous
consent provisions set forth herein and (y) the Required Lenders may consent to
allow a Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.


If, in
connection with any proposed amendment, waiver or consent requiring the consent
of a greater percentage of the Lenders than the Required Lenders and the
consent of the Required Lenders is obtained, but the consent of one or more
other Lenders is not obtained (any such Lender which declares in writing that
it will not provide such consent or whose consent is not obtained within the
applicable period prescribed for such amendment, waiver or consent being
referred to herein as a “Non-Consenting Lender”),
then, so long as the Administrative Agent is not a Non-Consenting Lender, the
Borrower may, within 45 days of such Lender becoming a Non-Consenting Lender,
give notice in writing to the Administrative Agent and such Non-Consenting
Lender of the Borrower’s intention to cause such Non-Consenting Lender to sell
all of such Non-Consenting Lenders’ interests in its Commitments for an amount
equal to the principal balances thereof and all accrued interest and fees with
respect thereto through the date of sale pursuant to one or more Assignment and
Acceptance Agreements, such sale being without premium or discount. In the
event of any such notice, such Non-Consenting Lender shall be required to sell
and assign such interests (including all of its related rights and obligations)
as provided in this Section. Any such sale of a Non-Consenting Lender’s
Commitments must be to an Eligible Assignee and, unless otherwise agreed to by
the Administrative Agent, the Borrower shall be solely responsible for sourcing
such Eligible Assignee, at no cost or expense to the Administrative Agent or
any Lender. Any such assignment to an Eligible Assignee pursuant to this
Section shall be in accordance with clause (b)(iv) of Section 11.3. At any time
during or after the period during which a proposed amendment, waiver or consent
was pending, upon the request of the Borrower the Administrative Agent shall
promptly provide (but in any event within one Business Day) the Borrower with
the names, contact information, Commitment percentages, principal balances and
any other information reasonably requested for each Lender which, at the time
of such request, was either a Non-Consenting Lender or had not yet decided
whether or not to approve or consent to such amendment, waiver or consent.


                    11.7
Counterparts.


          This
Credit Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument.


                    11.8
Headings.


          The
headings of the sections and subsections hereof are provided for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Credit Agreement.


                    11.9
Defaulting Lender.


          Each
Lender understands and agrees that if such Lender is a Defaulting Lender then
notwithstanding the provisions of Section 11.6 it shall not be entitled to vote
on any matter requiring


104





the consent of
the Required Lenders or to object to any matter requiring the consent of all
the Lenders; provided, however, that all other
benefits and obligations under the Credit Documents shall apply to such
Defaulting Lender.


                    11.10
Survival of Indemnification.


          All
indemnities set forth herein shall survive the execution and delivery of this
Credit Agreement, the making of the Loans, the issuance of the Letters of
Credit and the repayment of the Loans, LOC Obligations and other obligations
and the termination of the Commitments hereunder. All representations and warranties
made hereunder and in any other Credit Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and
each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on their behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default at the time
of any Extension of Credit, and shall continue in full force and effect as long
as any Loan or any other Credit Party Obligation hereunder shall remain unpaid
or unsatisfied.


                    11.11 Governing Law; Venue; Jurisdiction.


	
  

 	
  

 
	
  

 	
           (a)
 THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
 OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
 CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 Any legal action or proceeding with respect to this Credit Agreement or any
 other Credit Document may be brought in the courts of the State of New York
 or of the United States sitting in New York City, and, by execution and
 delivery of this Credit Agreement, each Credit Party hereby irrevocably
 accepts for itself and in respect of its Property, generally and
 unconditionally, the jurisdiction of such courts. Each Credit Party
 irrevocably consents to the service of process in any action or proceeding
 with respect to this Credit Agreement or any other Credit Document by the
 mailing of copies thereof by registered or certified mail, postage prepaid,
 to it at the address for notices pursuant to Section 11.1, such
 service to become effective 10 days after such mailing. Nothing herein shall
 affect the right of a Lender to serve process in any other manner permitted
 by law or to commence legal proceedings or otherwise proceed against a Credit
 Party in any other jurisdiction. Each Credit Party agrees that a final judgment
 in any action or proceeding shall be conclusive and may be enforced in other
 jurisdictions by suit on the judgment or in any other manner provided by law;
 provided that nothing in this Section 11.11(a) is intended to impair a Credit
 Party’s right under applicable law to appeal or seek a stay of any judgment.

 
	
  

 	
  

 
	
  

 	
           (b)
 Each Credit Party hereby irrevocably waives any objection which it may now or
 hereafter have to the laying of venue of any of the aforesaid actions or
 proceedings arising out of or in connection with this Credit Agreement or any
 other Credit Document in the courts referred to in subsection (a) hereof and
 hereby further irrevocably waives and agrees not to plead or claim in any
 such court that any such action or proceeding brought in any such court has
 been brought in an inconvenient forum.

 


105





                    11.12
Waiver of Jury Trial; Waiver of
Consequential Damages.


          EACH
OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. Each Credit Party agrees not to assert any
claim against the Administrative Agent, the Issuing Lenders, any Lender, any of
their Affiliates, or any of their respective directors, officers, employees,
attorneys or agents, on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to any
of the transactions contemplated herein.


                    11.13
Severability.


          If
any provision of any of the Credit Documents is determined to be illegal,
invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.


                    11.14
Further Assurances.


          The
Credit Parties agree, upon the request of the Administrative Agent, to promptly
take such actions, as reasonably requested, as is necessary to carry out the
intent of this Credit Agreement and the other Credit Documents.


                    11.15
Confidentiality.


          Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
representatives, excluding equity security departments and their members (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other
Credit Document or any action or proceeding relating to this Credit Agreement
or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Loan Participant in,
or any prospective assignee of or Loan


106





Participant
in, any of its rights or obligations under this Credit Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to a Credit Party and its obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrower. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Credit Agreement and information about this Credit
Agreement to market data collectors, similar service providers to the lending
industry and service providers to the Administrative Agent and the Lenders in
connection with the administration and management of this Credit Agreement, the
other Credit Documents and the Loans.


For purposes
of this Section, “Information” means all information received from the Borrower
or any of its Subsidiaries relating to the Borrower or any Subsidiary or any of
their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary
after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. In addition, the
Administrative Agent may disclose to any agency or organization that assigns
standard identification numbers to loan facilities such basic information
describing the facilities provided hereunder as is necessary to assign unique
identifiers (and, if requested, supply a copy of this Credit Agreement), it
being understood that the Person to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to make
available to the public only such Information as such person normally makes
available in the course of its business of assigning identification numbers.
Each of the Administrative Agent and the Lenders acknowledges that (a) the
Information may include material non-public information concerning the Borrower
or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable law,
including federal and state securities laws. 


                    11.16
Entirety.


          This
Credit Agreement together with the other Credit Documents and the Fee Letter
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.


                    11.17
Binding Effect; Continuing Agreement.


	
  

 	
  

 
	
  

 	
           (a)
 This Credit Agreement shall become effective at such time when all of the
 conditions set forth in Section 5.1 have been satisfied or waived by the
 Lenders and it shall have been executed by the Borrower, the Guarantors and
 the Administrative Agent, and the Administrative Agent shall have received
 copies hereof (telefaxed or otherwise)

 


107









	
  

 	
  

 
	
  

 	
 which, when
 taken together, bear the signatures of each Lender, and thereafter this
 Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the
 Guarantors, the Administrative Agent and each Lender and their respective
 successors and assigns.

 
	
  

 	
  

 
	
  

 	
           (b)
This Credit Agreement shall be a continuing agreement and shall remain in full
force and effect until all Loans, LOC Obligations, interest, fees and other
Credit Party Obligations have been paid in full and all Commitments and
Letters of Credit have been terminated. Upon termination, the Credit Parties
shall have no further obligations (other than the indemnification provisions
that survive) under the Credit Documents; provided that should any payment,
in whole or in part, of the Credit Party Obligations be rescinded or
otherwise required to be restored or returned by the Administrative Agent or
any Lender, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, then the Credit Documents shall automatically be
reinstated and all amounts required to be restored or returned and all costs
and expenses incurred by the Administrative Agent or any Lender in connection
therewith shall be deemed included as part of the Credit Party Obligations. 

 



                    11.18
USA Patriot Act Notice.


          Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act. 


                    11.19
No Advisory or Fiduciary Responsibility.


          In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Credit Document), the Borrower and each Guarantor acknowledges and
agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the
Administrative Agent and the Lead Arrangers are arm’s-length commercial
transactions between the Borrower, each Guarantor and their respective
Affiliates, on the one hand, and the Administrative Agent and the Lead
Arrangers, on the other hand, (B) each of the Borrower and the Guarantors has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate, and (C) the Borrower and each Guarantor is capable
of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Credit Documents; (ii)
(A) each of the Administrative Agent and the Lead Arrangers is and has been
acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower, any Guarantor or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent nor
either Lead Arranger has any obligation to the Borrower, the Guarantors or any
of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth


108





herein and in
the other Credit Documents; and (iii) the Administrative Agent and the Lead
Arrangers and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower, the
Guarantors and their respective Affiliates, and neither the Administrative
Agent either Lead Arranger has any obligation to disclose any of such interests
to the Borrower, any Guarantor or any of their respective Affiliates, it being
understood that nothing in the Credit Documents is in any way intended to limit
the scope of the engagement of Morgan Stanley & Co. Incorporated or the
obligations of Morgan Stanley & Co. Incorporated pursuant to its engagement
by you as financial advisor in connection with the Acquisition, or your rights
and remedies in connection therewith.


                    11.20
Judgment Currency.


          If,
for the purposes of obtaining judgment in any court, it is necessary to convert
a sum due hereunder or any other Credit Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given. The obligation of each Credit Party in respect of any
such sum due from it to any Agent or the Lenders hereunder or under the other
Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so purchased is less than the
sum originally due to the Administrative Agent from any Credit Party in the
Agreement Currency, such Credit Party agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the
Person to whom such obligation was owing against such loss. If the amount of
the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to
return the amount of any excess to such Borrower (or to any other Person who
may be entitled thereto under applicable law).


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


109






          Each
of the parties hereto has caused a counterpart of this Credit Agreement to be
duly executed and delivered as of the date first above written.


BORROWER:  


	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED,

 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	



	
  

 	
  

 	

 


 
	
  

 	
 Name:          Joseph P. Manory

 
	
  

 	
 Title:          Vice President and Treasurer

 









Signature Page to Credit Agreement

Quest Diagnostics Incorporated


GUARANTORS:


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN
 MEDICAL LABORATORIES,

 
	
  

 	
  

 	
 INCORPORATED,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 AML INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 APL
 PROPERTIES LIMITED LIABILITY COMPANY,

 
	
  

 	
 a Nevada limited liability
 company

 
	
  

 	
  

 
	
  

 	
 CENTRAL
 PLAINS HOLDINGS, INC.,

 
	
  

 	
 a Kansas corporation

 
	
  

 	
  

 
	
  

 	
 CENTRAL
 PLAINS LABORATORIES, LLC,

 
	
  

 	
 a Kansas limited liability
 company

 
	
  

 	
  

 
	
  

 	
 DIAGNOSTIC
 REFERENCE SERVICES INC.,

 
	
  

 	
 a Maryland corporation

 
	
  

 	
  

 
	
  

 	
 DPD
 HOLDINGS INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 ENTERIX
 INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 EXAMONE
 WORLD WIDE, INC.,

 
	
  

 	
 a Pennsylvania corporation

 
	
  

 	
  

 
	
  

 	
 EXAMONE
 WORLD WIDE OF NJ, INC.,

 
	
  

 	
 a New Jersey corporation

 
	
  

 	
  

 
	
  

 	
 FNA
 CLINICS OF AMERICA, INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 FOCUS
 DIAGNOSTICS, INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 FOCUS
 TECHNOLOGIES HOLDINGS COMPANY,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 LABONE,
 INC.,

 
	
  

 	
 a Missouri corporation

 










Signature
Page to Credit Agreement

Quest Diagnostics Incorporated


	
  

 	
  

 	
  

 
	
  

 	
 LABONE OF OHIO, INC.,

 
	
  

 	
 a
 Delaware corporation

 
	
  

 	
  

 
	
  

 	
 MEDPLUS, INC.,

 
	
  

 	
 an
 Ohio corporation

 
	
  

 	
  

 
	
  

 	
 METWEST INC.,

 
	
  

 	
 a
 Delaware corporation

 
	
  

 	
  

 
	
  

 	
 NICHOLS INSTITUTE DIAGNOSTICS,

 
	
  

 	
 a
 California corporation

 
	
  

 	
  

 
	
  

 	
 OSBORN GROUP INC.,

 
	
  

 	
 a Delaware
 corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS CLINICAL

 
	
  

 	
  

 	
 LABORATORIES, INC.,

 
	
  

 	
 a
 Delaware corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS HOLDINGS 

 
	
  

 	
  

 	
 INCORPORATED,

 
	
  

 	
 a
 Delaware corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS NICHOLS INSTITUTE,

 
	
  

 	
 a
 California corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a
 Maryland corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a
 Michigan corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a
 Nevada corporation

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS LLC,

 
	
  

 	
 a
 Connecticut limited liability company

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS LLC,

 
	
  

 	
 an
 Illinois limited liability company

 
	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS LLC,

 
	
  

 	
 a
 Massachusetts limited liability company

 













	
  

 	
  

 	
  

 
	
  

 	
 Signature Page
 to Credit Agreement 

 Quest Diagnostics Incorporated

 
	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS NICHOLS INSTITUTE, INC.,

 
	
  

 	
 a Virginia corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS OF PENNSYLVANIA, INC.,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 SYSTEMATIC BUSINESS SERVICES, INC.,

 
	
  

 	
 a Missouri corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 UNILAB
 CORPORATION,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Joseph P. Manory

 
	
  

 	
 Title:

 	
 Vice President and Treasurer

 of each of the above Guarantors

 
	
  

 	
  

 	
  

 
	
  

 	
 PATHOLOGY
 BUILDING PARTNERSHIP,

 
	
  

 	
 a Maryland general partnership

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Quest Diagnostics Incorporated, a Maryland
corporation, its general partner

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Joseph P. Manory

 
	
  

 	
 Title:

 	
 Vice President and Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Diagnostic Reference Services
 Inc., a Maryland corporation, its general partner

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Joseph P. Manory 

 
	
  

 	
 Title:

 	
 Vice President and Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INVESTMENTS INCORPORATED,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Stephen A. Calamari

 
	
  

 	
 Title:

 	
 Treasurer

 













	
  

 	
  

 	
  

 
	
  

 	
 Signature Page
 to Credit Agreement 

 Quest Diagnostics Incorporated

 
	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS FINANCE INCORPORATED,

 
	
  

 	
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Stephen A. Calamari

 
	
  

 	
 Title:

 	
 Treasurer

 










Signature Page to Credit Agreement 

Quest Diagnostics Incorporated


LENDERS:


	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A.,

 
	
  

 	
 individually
 in its capacity as administrative Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Craig Murlless

 
	
  

 	
 Title:

 	
 Senior Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A.,

 
	
  

 	
 individually
 in its capacity as a Lender and in its capacity as Issuing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Craig Murlless

 
	
  

 	
 Title:

 	
 Senior Vice President

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 MORGAN
 STANLEY SENIOR FUNDING, INC.

 
	
  

 	
 as a
 Lender,

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Anish
 Shah 

 
	
  

 	
 Title:

 	
 Vice
 President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 NORDEA BANK
 FINLAND PLC, 

 
	
  

 	
 New York and
 Grand Cayman Branches

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Henrik M. Steffensen 

 
	
  

 	
 Title: Senior Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Gerald E. Chelius 

 
	
  

 	
 Title: SVP Credit

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 Wachovia
 Bank, National Association

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Jeanette A. Griffin 

 
	
  

 	
 Title:
  Director

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 SUNTRUST BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Helen C. Hartz 

 
	
  

 	
 Title: Vice President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 Union Bank of California,
 N. A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 


	
  

 	
  

 	

 


 
	
  

 	
 Name: Richard A. Lopart 

 
	
  

 	
 Title:
   Vice President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 MERRILL
 LYNCH BANK USA

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Louis Alder

 
	
  

 	
 Title:
  Director

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 Manufacturers and Traders
 Trust Company

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Laurel LB Magruder 

 
	
  

 	
 Title:   Vice
 President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 KeyBank National Association

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	



	
  

 	
  

 	

 


 
	
  

 	
 Name: J. T. Taylor 

 
	
  

 	
 Title:
 Senior Vice President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 SUMITOMO MITSUI BANKING CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: David A. Buck 

 
	
  

 	
 Title: Senior Vice President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 Calyon
 New York Branch

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Thomas Randolph 

 
	
  

 	
 Title:
 Managing Director

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Yuri Muzichenko

 
	
  

 	
 Title:
 Director

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 George B. Davis 

 
	
  

 	
 Title:
 Vice Presient

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 The
 Royal Bank of Scotland plc

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Iain Stewart

 
	
  

 	
 Title:   Managing
 Director

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 FORTIS
 CAPITAL CORP.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	



	
  

 	
  

 	

 


 
	
  

 	
 Name: John W. Deegan

 
	
  

 	
 Title:
   Senior Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Rachel Lanava 

 
	
  

 	
 Title:   Vice President

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 Taipel
 Fubon Commercial Bank, New York Agency

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 


	
  

 	
  

 	

 


 
	
  

 	
 Name: Sophia Jing

 
	
  

 	
 Title:
 FVP & General manager

 






	
  

 	
  

 
	
  

 	
 Five-Year Credit Agreement

 













	
  

 	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Harold V. Garrity III 

 
	
  

 	
 Title: Vice President

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 COMMERCE BANK, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 ILLEGIBLE

 
	
  

 	
 Title: Vice President

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF TOKYO-MITSUBISHI
 UFJ, LTD., 

 NEW YORK BRANCH

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: LILLIAN KIM

 
	
  

 	
 Title:
 AUTHORIZED SIGNATORY

 



Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 The Northern Trust Company

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Courtney L. O’Connor 

 
	
  

 	
 Title:
   2nd Vice President

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 BARCLAYS BANK PLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Nicholas Bell 

 
	
  

 	
 Title: Director

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 Citibank,
 N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Christopher Conway 

 
	
  

 	
 Title:
 Vice President

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 CHANG
 HWA COMMERCIAL BANK, LTD. 

 LOS
 ANGELES BRANCH

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Wen-Che Chen 

 
	
  

 	
 Title: VP & General
 Manager

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 Wells Fargo Bank, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Donald P. Schwartz 

 
	
  

 	
 Title:
 Sr. V.P.

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 U.S.
 Bank, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Thomas A. Heckman 

 
	
  

 	
 Title: Vice President

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 [NAME
 OF LENDER]

 
	
  

 	
 THE BANK OF NEW YORK

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: JOHN M. LOKAY, JR. 

 
	
  

 	
 Title:
 VICE PRESIDENT

 


Five-Year Credit Agreement









	
  

 	
  

 	
  

 
	
  

 	
 Mizuho
 Corporate Bank, Ltd.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Raymond Ventura 

 
	
  

 	
 Title:
 Deputy General Manager

 


Five-Year Credit Agreement





Signature Page to Amended and Restated Credit Agreement 

Quest Diagnostics Incorporated


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PNC Bank,
 National Association

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Michael Richards

 
	
  

 	
 Title: 

 	
 Senior Vice President

 










SCHEDULE 1.01


MANDATORY COST FORMULAE


	
  

 	
  

 	
  

 
	
 1.

 	
 The
 Mandatory Cost (to the extent applicable) is an addition to the interest rate
 to compensate Lenders for the cost of compliance with:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 requirements of the Bank of England and/or the Financial Services Authority
 (or, in either case, any other authority which replaces all or any of its
 functions); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the
 requirements of the European Central Bank.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 On
 the first day of each Interest Period (or as soon as possible thereafter) the
 Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each
 Lender, in accordance with the paragraphs set out below. The Mandatory Cost
 will be calculated by the Administrative Agent as a weighted average of the
 Lenders’ Additional Cost Rates (weighted in proportion to the percentage
 participation of each Lender in the relevant Loan) and will be expressed as a
 percentage rate per annum. The Administrative Agent will, at the request of
 the Borrower or any Lender, deliver to the Borrower or such Lender as the
 case may be, a statement setting forth the calculation of any Mandatory Cost.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 The
 Additional Cost Rate for any Lender lending from a Lending Office in a
 Participating Member State will be the percentage notified by that Lender to
 the Administrative Agent. This percentage will be certified by such Lender in
 its notice to the Administrative Agent to be its reasonable determination of
 the cost (expressed as a percentage of such Lender’s participation in all Loans
 made from such Lending Office) of complying with the minimum reserve
 requirements of the European Central Bank in respect of Loans made from that
 Lending Office.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 The
 Additional Cost Rate for any Lender lending from a Lending Office in the
 United Kingdom will be calculated by the Administrative Agent as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in
 relation to any Loan in Sterling:

 






	
  

 	
  

 	
  

 
	
  

 	
 AB+C(B-D)+E
 × 0.01

 	
  per
 cent per annum

 
	
  

 	
 100 - (A+C)

 






	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in
 relation to any Loan in any currency other than Sterling:

 






	
  

 	
  

 	
  

 
	
  

 	
 E × 0.01

 	
  per
 cent per annum

 
	
  

 	
 300

 






	
  

 	
  

 	
  

 
	
 Where:

 
	
  

 	
  

 	
  

 
	
  

 	
 “A”

 	
 is
 the percentage of Eligible Liabilities (assuming these to be in excess of any
 stated minimum) which that Lender is from time to time required to

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 maintain as an interest
 free cash ratio deposit with the Bank of England to comply with cash ratio
 requirements.

 
	
  

 	
  

 	
  

 
	
  

 	
 “B”

 	
 is the percentage rate of
 interest (excluding the Applicable Rate, the Mandatory Cost and any interest
 charged on overdue amounts pursuant to the first sentence of Section
 2.08(b) and, in the case of interest (other than on overdue amounts)
 charged at the Default Rate, without counting any increase in interest rate
 effected by the charging of the Default Rate) payable for the relevant
 Interest Period of such Loan.

 
	
  

 	
  

 	
  

 
	
  

 	
 “C”

 	
 is the percentage (if any)
 of Eligible Liabilities which that Lender is required from time to time to
 maintain as interest bearing Special Deposits with the Bank of England.

 
	
  

 	
  

 	
  

 
	
  

 	
 “D”

 	
 is the percentage rate per
 annum payable by the Bank of England to the Administrative Agent on interest
 bearing Special Deposits.

 
	
  

 	
  

 	
  

 
	
  

 	
 “E”

 	
 is designed to compensate
 Lenders for amounts payable under the Fees Rules and is calculated by the
 Administrative Agent as being the average of the most recent rates of charge
 supplied by the Lenders to the Administrative Agent pursuant to paragraph
 7 below and expressed in pounds per £1,000,000.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 For the purposes of this
 Schedule:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
  “Eligible Liabilities” and “Special Deposits” have the
 meanings given to them from time to time under or pursuant to the Bank of
 England Act 1998 or (as may be appropriate) by the Bank of England;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
  “Fees Rules” means the rules on periodic fees contained
 in the FSA Supervision Manual or such other law or regulation as may be in
 force from time to time in respect of the payment of fees for the acceptance
 of deposits;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
  “Fee Tariffs” means the fee tariffs specified in the
 Fees Rules under the activity group A.1 Deposit acceptors (ignoring any
 minimum fee or zero rated fee required pursuant to the Fees Rules but taking
 into account any applicable discount rate); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
  “Tariff Base” has the meaning given to it in, and will
 be calculated in accordance with, the Fees Rules.

 
	
  

 	
  

 	
  

 
	
  

 	
 Capitalized terms used in
 this Schedule and not otherwise defined herein are used as defined in this
 Agreement.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 In application of the
 above formulae, A, B, C and D will be included in the formulae as percentages
 (i.e. 5% will be
 included in the formula as 5 and not as

 













	
  

 	
  

 	
  

 
	
  

 	
 0.05). A negative result
 obtained by subtracting D from B shall be taken as zero. The resulting
 figures shall be rounded to four decimal places.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 If requested by the
 Administrative Agent or the Borrower, each Lender with a Lending Office in
 the United Kingdom or a Participating Member State shall, as soon as
 practicable after publication by the Financial Services Authority, supply to
 the Administrative Agent and the Borrower, the rate of charge payable by such
 Lender to the Financial Services Authority pursuant to the Fees Rules in
 respect of the relevant financial year of the Financial Services Authority
 (calculated for this purpose by such Lender as being the average of the Fee
 Tariffs applicable to such Lender for that financial year) and expressed in
 pounds per £1,000,000 of the Tariff Base of such Lender.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Each Lender shall supply
 any information required by the Administrative Agent for the purpose of
 calculating its Additional Cost Rate. In particular, but without limitation,
 each Lender shall supply the following information in writing on or prior to
 the date on which it becomes a Lender:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the jurisdiction of the
 Lending Office out of which it is making available its participation in the
 relevant Loan; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any other information that
 the Administrative Agent may reasonably require for such purpose.

 
	
  

 	
  

 	
  

 
	
 Each Lender shall promptly
 notify the Administrative Agent in writing of any change to the information
 provided by it pursuant to this paragraph.

 
	
  

 	
  

 	
  

 
	
 9.

 	
 The percentages of each
 Lender for the purpose of A and C above and the rates of charge of each
 Lender for the purpose of E above shall be determined by the Administrative
 Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
 unless a Lender notifies the Administrative Agent to the contrary, each
 Lender’s obligations in relation to cash ratio deposits and Special Deposits
 are the same as those of a typical bank from its jurisdiction of
 incorporation with a Lending Office in the same jurisdiction as its Lending
 Office.

 
	
  

 	
  

 	
  

 
	
 10.

 	
 The Administrative Agent
 shall have no liability to any Person if such determination results in an
 Additional Cost Rate which over- or under- compensates any Lender and shall
 be entitled to assume that the information provided by any Lender pursuant to
 paragraphs 3, 7 and 8 above is true and correct in all respects.

 
	
  

 	
  

 	
  

 
	
 11.

 	
 The Administrative Agent
 shall distribute the additional amounts received as a result of the Mandatory
 Cost to the Lenders on the basis of the Additional Cost Rate for each Lender
 based on the information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.

 













	
  

 	
  

 
	
 12.

 	
 Any
 determination by the Administrative Agent pursuant to this Schedule in
 relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
 amount payable to a Lender shall, in the absence of manifest error, be
 conclusive and binding on all parties hereto.

 
	
  

 	
  

 
	
           The
 Administrative Agent may from time to time, after consultation with the
 Borrower and the Lenders, determine and notify to all parties any amendments
 which are required to be made to this Schedule in order to comply with any
 change in law, regulation or any requirements from time to time imposed by
 the Bank of England, the Financial Services Authority or the European Central
 Bank (or, in any case, any other authority which replaces all or any of its
 functions) and any such determination shall, in the absence of manifest
 error, be conclusive and binding on all parties hereto.

 









Schedule 1.1(a)

Credit
Agreement


COMMITMENT PERCENTAGES

LENDING OFFICE


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LENDER

 	
  

 	
 LENDING OFFICE

 	
  

 	
 TERM LOAN

 COMMITMENT

 AMOUNT

 	
  

 	
 REVOLVING

 LOAN

 COMMITMENT

 AMOUNT

 	
  

 	
 COMMITMENT

 PERCENTAGE

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Morgan Stanley Senior

 Funding, Inc.

 	
  

 	
 Morgan Stanley Senior Funding, Inc.

 1585 Broadway

 New York, NY 10036

 Attention: Lisa Malone

 (718) 754-7425

 	
  

 	
 $108,936,170.20

 	
  

 	
 $51,063,829.80

 	
  

 	
 6.808510638

 	
 %

 
	
 Bank of America, N.A.

 	
  

 	
 Bank of America, N.A.

 101 N. Tryon Street

 Mail Code: NC1-001-04-39

 Charlotte, NC 28255

 Attention: Katrina Linen

 (704) 388-3918

 	
  

 	
 $108,936,170.20

 	
  

 	
 $51,063,829.80

 	
  

 	
 6.808510638

 	
 %

 
	
 Merrill Lynch Bank

 USA

 	
  

 	
 Merrill Lynch Bank USA

 15 W. South Temple, Suite 300

 Salt Lake City, UT 84101

 Attention: Dave Millett

 (801) 526-8312

 	
  

 	
 $95,319,148.94

 	
  

 	
 $44,680,851.06

 	
  

 	
 5.957446809

 	
 %

 
	
 Barclays Bank PLC

 	
  

 	
 Barclays Bank PLC

 200 Park Avenue, 4th FL

 New York, NY 10166

 Attention: Nicholas Bell

 (212) 412-4029

 	
  

 	
 $95,319,148.94

 	
  

 	
 $44,680,851.06

 	
  

 	
 5.957446809

 	
 %

 
	
 JPMorgan Chase Bank,

 N.A.

 	
  

 	
 JPMorgan Chase Bank, N.A.

 277 Park Avenue

 New York, NY 10172

 Attention: Hal Garrity

 (212) 622-3499

 	
  

 	
 $95,319,148.94

 	
  

 	
 $44,680,851.06

 	
  

 	
 5.957446809

 	
 %

 
	
 Wachovia Bank,

 National Association

 	
  

 	
 Wachovia Bank, National

 Association

 One South Broad St.
 PA4152
Philadelphia,
 PA 19107

 Attention: Jeanette Griffin

 (267) 321-6615

 	
  

 	
 $95,319,148.94

 	
  

 	
 $44,680,851.06

 	
  

 	
 5.957446809

 	
 %

 
	
 The Bank of Tokyo-

 Mitsubishi UFJ, Ltd.,

 NY Branch

 	
  

 	
 Bank of Tokyo-Mitsubishi UFJ, Ltd

 1251 Avenue of the Americas, 12th

 FL

 New York, NY 10020-1104

 Attention: Jose Carlos

 (212) 782-4233

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 
	
 Calyon New York

 Branch

 	
  

 	
 Healthcare Group

 1301 Avenue of the Americas

 New York, NY 10019

 Attention: Tom Randolph

 (212) 261-7431

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 
	
 Citibank, N.A.

 	
  

 	
 Citibank, N.A.

 338 Greenwich St. 21th FL

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New York, NY 10026

 Attention: Mark R. Floyd

 (212) 816-2111

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mizuho Corporate

 Bank, Ltd.

 	
  

 	
 Mizuho Corporate Bank, Ltd.

 1251 Avenue of the Americas

 New York, NY 10020

 Attention: Vadim Mulodzhanov

 (212) 282-3559

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 
	
 PNC Bank National

 Association

 	
  

 	
 PNC Bank National Association
 1950 Rt 70W

 Cherryhill, NJ 08003

 Attention: Leslie Turkington

 (856) 489-2765

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 
	
 The Royal Bank of

 Scotland plc

 	
  

 	
 The Royal Bank of Scotland plc

 101 Park Avenue, 12th FL

 New York, NY 10178

 Attention: Eugene Shim

 (212) 401-3804

 	
  

 	
 $81,702,127.66

 	
  

 	
 $38,297,872.34

 	
  

 	
 5.106382979

 	
 %

 
	
 Fifth Third Bank

 	
  

 	
 Fifth Third Bank

 707 Grant St. MDAGTB21

 Pittsburgh, PA 15219

 Attention: George Davis

 (412) 291-5703

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 KeyBank National

 Association

 	
  

 	
 KeyBank National Association

 127 Public Square, 6th FL

 Cleveland, OH 44114

 Attention: J.T. Taylor

 (216) 689-4490

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 Nordea Bank Finland

 Plc, New York and

 Cayman Branches

 	
  

 	
 Nordea Bank Finland Plc, New York

 Branch

 437 Madison Avenue

 New York, NY 10022

 Attention: Henrik Steffensen

 (212) 318-9303

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 Sumitomo Mitsui

 Banking Corporation,

 New York

 	
  

 	
 Sumitomo Mitsui Banking

 Corporation, New York

 277 Park Avenue

 New York, NY 10172

 Attention: Ed McColly

 (212) 224-4139

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 SunTrust Bank

 	
  

 	
 SunTrust Bank

 201 Fourth Ave., North

 Nashville, TN 37219

 Attention: Mark D. Mattson

 (615) 748-4831

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 Wells Fargo Bank,

 National Association

 	
  

 	
 Wells Fargo Bank, National

 Association

 550 5th Avenue 19th FL

 New York, NY 10036

 Attention: Megan Donnelly

 (212) 805-1613

 	
  

 	
 $51,063,829.79

 	
  

 	
 $23,936,170.21

 	
  

 	
 3.191489362

 	
 %

 
	
 Fortis Capital Corp.

 	
  

 	
 Fortis Capital Corp.

 C/O 520 Madison Avenue, 3rd FL

 New York, NY 10022

 Attention: William Rogers
(212) 340-5364

 	
  

 	
 $34,042,553.19

 	
  

 	
 $15,957,446.81

 	
  

 	
 2.127659574

 	
 %

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manufacturers and

 Traders Trust Company

 	
  

 	
 M&T Bank

 25 S. Charles St. 19th FL

 Baltimore, MD 21201

 Attention: Laurel Magruder

 (410) 244-4297

 	
  

 	
 $   34,042,553.19

 	
  

 	
 $   15,957,446.81

 	
  

 	
 2.127659574

 	
 %

 
	
 U.S. Bank, N.A.

 	
  

 	
 U.S. Bank, N.A.

 150 4th Ave. North, 3rd FL

 Nashville, TN 37219

 Attention: Thomas A. Heckman

 (615) 251-9214

 	
  

 	
 $   34,042,553.19

 	
  

 	
 $   15,957,446.81

 	
  

 	
 2.127659574

 	
 %

 
	
 Union Bank of

 California, N.A.

 	
  

 	
 Union Bank of California, N.A.

 445 South Figueroa Street, 16th FL

 Los Angeles, CA 90071

 Attention: Michael Tschida

 (213) 236-5273

 	
  

 	
 $   27,234,042.55

 	
  

 	
 $   12,765,957.45

 	
  

 	
 1.702127659

 	
 %

 
	
 The Bank of New York

 	
  

 	
 The Bank of New York

 One Wall St., 22nd FL

 New York, NY 10286

 Attention: John Lokay

 (212) 635-1172

 	
  

 	
 $   20,425,531.91

 	
  

 	
 $   9,574,468.09

 	
  

 	
 1.276595744

 	
 %

 
	
 The Northern Trust

 Company

 	
  

 	
 The Northern Trust Company

 50 South LaSalle Street, L-8

 Chicago, IL 60603

 Attention: Courtney L. O’Connor

 (312) 557-5126

 	
  

 	
 $   20,425,531.91

 	
  

 	
 $   9,574,468.09

 	
  

 	
 1.276595744

 	
 %

 
	
 Commerce Bank, N.A.

 	
  

 	
 Commerce Bank, N.A.

 1701 Route 70 East

 Cherry Hill, NJ 08034

 Attention: Jamison T. Tranfalia

 (856) 874-2458

 	
  

 	
 $   13,617,021.28

 	
  

 	
 $   6,382,978.72

 	
  

 	
 .851063829

 	
 %

 
	
 Chang Hwa

 Commercial Bank, Ltd.,

 Los Angeles Branch

 	
  

 	
 Chang Hwa Commercial Bank, Ltd.

 333 South Grand Avenue, Suite 600

 Los Angeles, California 90071

 Attention: Jessy Liu

 (213) 620-7200 ext. 230

 	
  

 	
 $   10,212,765.96

 	
  

 	
 $   4,787,234.04

 	
  

 	
 .638297872

 	
 %

 
	
 Taipei Fubon

 Commercial Bank, New

 York Agency

 	
  

 	
 Taipei Fubon Bank, New York Agency

 100 Wall St. 14th FL

 New York, NY 10005

 Attention: Mr. MS Wu

 (212) 968-9888 ext: 16

 	
  

 	
 $   10,212,765.96

 	
  

 	
 $   4,787,234.04

 	
  

 	
 .638297872

 	
 %

 
	
 TOTAL AMOUNTS:

 	
  

 	
  

 	
  

 	
 $1,600,000,000.00

 	
  

 	
 $750,000,000.00

 	
  

 	
 100.000000000

 	
 %

 









SCHEDULE 2.3(c) 

LETTERS OF CREDIT


None.





SCHEDULE 6.10

LITIGATION


None.






SCHEDULE 6.21 


SUBSIDIARIES


MATERIAL
DOMESTIC SUBSIDIARIES1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Subsidiary

 	
  

 	
 Ownership

 	
  

 	
 Jurisdiction of

 Incorporation /

 Organization

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 American Medical Laboratories, Incorporated2

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)3

 	
  

 	
 Delaware

 
	
 AML
 Inc.

 	
  

 	
 American
 Medical Laboratories, Incorporated

 	
  

 	
 Delaware

 
	
 APL Properties Limited Liability Company

 	
  

 	
 Quest Diagnostics Incorporated (NV), f/k/a APL Healthcare Group, Inc.

 	
  

 	
 Nevada

 
	
 Central Plains Holdings, Inc.4

 	
  

 	
 LabOne, Inc.

 	
  

 	
 Kansas

 
	
 Central Plains Laboratories, LLC5

 	
  

 	
 Central Plains Holdings, Inc.

 	
  

 	
 Kansas

 
	
 Diagnostic Reference Services Inc.

 	
  

 	
 Quest Diagnostics Incorporated (MD)

 	
  

 	
 Maryland

 
	
 DPD
 Holdings Inc.

 	
  

 	
 Quest Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 
	
 Enterix Inc.6

 	
  

 	
 Quest Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 
	
 ExamOne World Wide, Inc.7

 	
  

 	
 LabOne, Inc.

 	
  

 	
 Pennsylvania

 






	
  

 
	

 


 



1 Certain of the subsidiaries listed may not meet the definition of “Material Subsidiary” but are included as Guarantors. Neither
AmeriPath nor any of its wholly-owned domestic subsidiaries are Material Domestic Subsidiaries as of the date of the Credit
Agreement, based on the last proviso in the definition of Material Domestic Subsidiary in said Agreement.



2 American Medical Laboratories, Incorporated and its subsidiaries, AML
Inc., Quest Diagnostics Incorporated (NV) (f/k/a
APL Healthcare Group, Inc.), Quest Diagnostics Nichols Institute, Inc. (f/k/a Medical Laboratories Corporation), and APL Properties Limited Liability
Company, were acquired on 4/1/02.


3 The state designations are included for clarification only and are not
part of the legal name.


4 Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.


5 Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.


6
Acquired August 31, 2006.


7 Acquired November 1, 2005 as part of the LabOne, Inc. acquisition.









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ExamOne World Wide of NJ, Inc.8

 	
  

 	
 ExamOne
 World Wide, Inc.

 	
  

 	
 New Jersey

 
	
 FNA Clinics of America, Inc., f/k/a Unilab Acquisition
 Corporation

 	
  

 	
 Unilab
 Corporation

 	
  

 	
 Delaware

 
	
 Focus
 Diagnostics, Inc.9

 	
  

 	
 Focus
 Technologies Holding Company

 	
  

 	
 Delaware

 
	
 Focus Technologies Holding Companyl0 

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 
	
 LabOne, Inc.11

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Missouri

 
	
 LabOne of Ohio, Inc.12

 	
  

 	
 LabOne, Inc.

 	
  

 	
 Delaware

 
	
 MedPlus,
 Inc.

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Ohio

 
	
 MetWest Inc.

 	
  

 	
 DPD Holdings
 Inc. (DE)

 	
  

 	
 Delaware

 
	
 Nichols
 Institute Diagnostics

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 California

 
	
 Osborn Group Inc.13

 	
  

 	
 LabOne, Inc.

 	
  

 	
 Delaware

 
	
 Pathology
 Building Partnership

 	
  

 	
 Diagnostic Reference Services Inc. (MD) - 50%; Quest
 Diagnostics Incorporated (MD) – 50%

 	
  

 	
 Maryland

 
	
 Quest Diagnostics Clinical Laboratories, Inc.

 	
  

 	
 Quest Diagnostics Holdings Incorporated (DE)

 	
  

 	
 Delaware

 
	
 Quest Diagnostics Finance Incorporated

 	
  

 	
 Quest Diagnostics Investments Incorporated (DE)

 	
  

 	
 Delaware

 
	
 Quest Diagnostics Holdings Incorporated

 	
  

 	
 Quest Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 






	
  

 
	

 


 



8 Acquired November 1, 2005 as part of the LabOne, Inc. acquisition. 



9 Acquired July 3, 2006.


10 Acquired July 3, 2006.


11 Acquired November 1, 2005.


12 Acquired November
1, 2005 as part of the LabOne, Inc. acquisition.


13 Acquired November
1, 2005 as part of the LabOne, Inc. acquisition.









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Quest
 Diagnostics Nichols Institute,
 f/k/a Quest Diagnostics Incorporated (CA)

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 California

 
	
 Quest Diagnostics
 Incorporated (MD)

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Maryland

 
	
 Quest Diagnostics
 Incorporated (MI)

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Michigan

 
	
 Quest Diagnostics
 Incorporated (NV) (f/k/a APL Healthcare Group,
 Inc.)

 	
  

 	
 AML Inc.

 	
  

 	
 Nevada

 
	
 Quest
 Diagnostics Investments Incorporated

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 
	
 Quest
 Diagnostics LLC (CT)14

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Connecticut

 
	
 Quest
 Diagnostics LLC (IL)

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Illinois

 
	
 Quest
 Diagnostics LLC (MA)15

 	
  

 	
 Quest
 Diagnostics Incorporated (DE) 3

 	
  

 	
 Massachusetts

 
	
 Quest
 Diagnostics Nichols Institute,
 Inc., f/k/a Medical Laboratories
 Corporation

 	
  

 	
 AML Inc.

 	
  

 	
 Virginia

 
	
 Quest
 Diagnostics of Pennsylvania Inc.

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 
	
 Systematic Business
 Services, Inc.16

 	
  

 	
 LabOne, Inc.

 	
  

 	
 Missouri

 
	
 Unilab
 Corporation17

 	
  

 	
 Quest
 Diagnostics Incorporated (DE)

 	
  

 	
 Delaware

 






	
  

 
	

 


 




14 Successor to Quest Diagnostics Incorporated, a Connecticut corporation, which has dissolved.




15 Successor by merger to
Quest Diagnostics Incorporated, a Massachusetts corporation.


16 Acquired November
1, 2005 as part of the LabOne, Inc. acquisition.


17 Incorporated 3/20/02 as Quest Diagnostics Newco Incorporated (“Newco”).
Borrower acquired Unilab Corporation and its
subsidiary, Unilab Acquisition Corporation, on 2/28/03. The acquired Unilab was
merged into Newco on 2/28/02 and Newco changed its name
to Unilab Corporation.






List
of all Subsidiaries and Joint Ventures of Borrower as of the Closing Date


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics Holdings Incorporated (f/k/a SBCL,
 Inc.) (DE) 

 
	
  

 	
 100% 

 	
 Quest Diagnostics Clinical Laboratories, Inc. (f/k/a
 SmithKline Beecham Clinical Laboratories, Inc.) (DE)

 
	
  

 	
  

 	
 (33-113%)

 	
 Compunet Clinical Laboratories (OH)

 
	
  

 	
  

 	
 (44%)

 	
 Mid America Clinical Laboratories (IN)

 
	
  

 	
  

 	
 (51%)

 	
 Diagnostic Laboratory of Oklahoma LLC (OK)

 
	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics Nichols Institute (f/k/a Quest
 Diagnostics Incorporated) (CA)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Quest
 Diagnostics Incorporated (MD)

 
	
  

 	
  

 	
 100%

 	
 Diagnostic
 Reference Services Inc. (MD)

 
	
  

 	
  

 	
  

 	
 50%

 	
 Pathology
 Building Partnership (MD) (gen.

 
	
  

 	
  

 	
  

 	
  

 	
 ptnrshp.) (other 50% is owned by Quest

 
	
  

 	
  

 	
  

 	
  

 	
 Diagnostics Incorporated (MD))

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Quest
 Diagnostics Incorporated (MI)

 
	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics Investments Incorporated (DE) 

 
	
  

 	
 100% 

 	
 Quest Diagnostics Finance Incorporated (DE

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Quest
 Diagnostics LLC (IL) 

 
	
 100% 

 	
 Quest Diagnostics LLC (MA) 

 
	
 100%

 	
 Quest
 Diagnostics LLC (CT)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Unilab
 Corporation (DE)

 
	
  

 	
 100%

 	
 FNA Clinics of America, Inc. (f/k/a Unilab Acquisition Corporation) (DE)

 
	
 100%

 	
 Quest Diagnostics of Pennsylvania Inc. (DE)

 
	
  

 	
 51%

 	
 Quest Diagnostics Venture LLC (PA)

 
	
  

 	
  

 	
 53.5%

 	
 Associated
 Clinical Laboratories (PA) (gen. ptnrshp.)

 
	
  

 	
  

 	
  

 	
 100%

 	
 North Coast General Services, Inc. (PA)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Quest
 Diagnostics of Puerto Rico, Inc 

 
	
 100% 

 	
 Quest Diagnostics Receivables Inc. (DE)

 
	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics Ventures LLC (DE)

 
	
  

 	
  

 
	
 100%

 	
 DPD
 Holdings, Inc. (DE)

 
	
  

 	
 100%

 	
 MetWest Inc. (DE)

 
	
  

 	
  

 	
 100%

 	
 Diagnostic Path Lab, Inc. (TX)

 
	
  

 	
  

 	
 100%

 	
 Quest Diagnostics Provider Network, LLC (CO) 

 
	
  

 	
  

 	
 49%

 	
 Sonora
 Quest Laboratories LLC (AZ)

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 American Medical Laboratories, Incorporated (DE)

 
	
  

 	
 100%

 	
 AML
 Inc. (DE)

 
	
  

 	
  

 	
 100%

 	
 Quest Diagnostics Nichols Institute, Inc. (f/kla
 Medical Laboratories Corporation) (VA)

 
	
  

 	
  

 	
 100%

 	
 Quest Diagnostics Incorporated (NV)

 
	
  

 	
  

 	
  

 	
 100%

 	
 APL Properties Limited Liability Company (NV)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Enterix
 Inc. (DE)

 
	
  

 	
 100%

 	
 Enterix (Australia) Pty Limited (Australia) 

 
	
  

 	
 100%

 	
 Enterix Pty Limited (Australia)

 
	
  

 	
  

 	
 100%

 	
 Enterix
 UK Limited (UK)

 
	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Focus Technologies Holding Company (DE)

 
	
  

 	
 100%

 	
 Focus
 Diagnostics, Inc. (DE)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 HemoCue,
 Inc. (CA)

 
	
 100%

 	
 QDI
 Acquisition AB (Sweden)

 
	
  

 	
 100%

 	
 POCT
 Holding AB (Sweden)

 
	
  

 	
  

 	
 100%

 	
 HemoCue Holding AB (Sweden)

 
	
  

 	
  

 	
  

 	
 100%

 	
 HemoCue AB (Sweden)

 
	
  

 	
  

 	
  

 	
  

 	
 100%     HemoCue Oy (Finland)

 
	
  

 	
  

 	
  

 	
 100%

 	
 HemoCue
 GmbH (Germany)

 
	
  

 	
  

 	
  

 	
 99.7%

 	
 HemoCue AG (Switzerland) (other 0.3% held by Glanzmann Muller and Bauman in trust
 for HemoCue Holding AB)

 
	
  

 	
  

 	
  

 	
 100%

 	
 Biotest Medizintechnik GmbH (Germany) 

 
	
  

 	
  

 	
  

 	
 100%

 	
 HemoCue Diagnostics B.V. (The Netherlands) 

 
	
  

 	
  

 	
  

 	
 100%

 	
 HC Diagnostics, Limited (UK)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Lab
 Portal, Inc. (DE)

 
	
  

 	
  

 
	
 100%

 	
 LabOne,
 Inc. (MO)

 
	
  

 	
 100%

 	
 ExamOne World Wide, Inc. (PA)

 
	
  

 	
  

 	
 100%

 	
 ExamOne World Wide of NJ, Inc. (NJ) 

 
	
  

 	
 100%

 	
 Systematic
 Business Services, Inc. (MO)

 
	
  

 	
  

 	
 100%

 	
 Scan Tech Solutions, LLC (MO) 

 
	
  

 	
 100%

 	
 LabOne,
 L.L.C. (KS)

 
	
  

 	
 100%

 	
 Central
 Plains Holdings, Inc. (KS)

 
	
  

 	
  

 	
 100%

 	
 Central Plains Laboratories, LLC (KS) 

 
	
  

 	
 100%

 	
 Lab
 One Canada, Inc. (Ontario)

 
	
  

 	
  

 	
 100%

 	
 ExamOne Canada, Inc. (Ontario)

 
	
  

 	
  

 	
  

 	
 100%

 	
 Rapid-Med Plus Franchise Corporation (Ontario) 

 
	
  

 	
 100%

 	
 LabOne of Ohio, Inc. (DE)

 
	
  

 	
 100%

 	
 Osborn Group Inc. (DE)

 
	
  

 	
  

 	
 100%

 	
 Intellisys, Inc. (GA)

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 100%

 	
 Lifepoint Medical Corporation (DE)

 
	
  

 	
 100%

 	
 C&S Clinical Laboratory, Inc. (d/b/a Clinical
 Diagnostic Services) (NJ)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 MedPlus, Inc. (OH)

 
	
  

 	
 100%

 	
 Worktiviti, Inc. (fka Universal Document Management
 Systems, Inc.) (OH)

 
	
  

 	
 100%

 	
 Valcor
 Associates Inc. (PA)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Nichols
 Institute Diagnostics (CA)

 
	
  

 	
  

 
	
 100%

 	
 Nichols Institute Diagnostics Limited (UK)

 
	
  

 	
  

 
	
 100%

 	
 Nichols Institute Diagnostics Trading AG (Switzerland)

 
	
  

 	
  

 
	
 100%

 	
 Nichols Institute Diagnostika GmbH (Germany)

 
	
  

 	
 100%

 	
 Nichols Institute Diagnostika GmbH (Austria)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Nichols Institute International Holding B.V.
 (Netherlands)

 
	
  

 	
 100%

 	
 Nichols Institute Diagnostics B.V. (Netherlands) 

 
	
  

 	
 100%

 	
 Nichols
 Institute Diagnostics SARL (France)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Nomad
 Massachusetts, Inc. (MA)

 
	
  

 	
 100%

 	
 Quest Diagnostics Mexico, S.A. de C.V. (f/k/a
 Laboratorios Clinicos de Mexico, S.A.de C.V.) (Mexico)**

 
	
  

 	
 100%

 	
 Laboratorio de Analisis Biomedicos, S.A. (Mexico)

 
	
  

 	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics do Brasil Ltda. (Brazil)

 
	
  

 	
  

 
	
 100%

 	
 Quest
 Diagnostics India Private Limited (India)

 
	
  

 	
  

 
	
 100%

 	
 Quest Diagnostics Limited (UK)

 
	
  

 	
 100%

 	
 The Pathology Partnership plc (UK)

 
	
  

 	
  

 	
  

 
	
 19.9%

 	
 Clinical Genomics Pty Ltd. (Australia)

 






	
  

 
	

 


 



** successor by merger with Quest Diagnostics, S.A. de C.V., Analisis, S. A., Servicios de Laboratorio, S.A. de C.V., and Laboratorios
de Frontera Polanco, S.A. de C.V.







List of all Persons that will
become Subsidiaries of the Borrower as of 11:59 p.m. on the
Closing Date, as a result of consummation of the Acquisition


	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Subsidiary
 	
  
 	
 Jurisdiction of 

 Incorporation
 	
  
 	
 Ownership
 
	

 
 	
  
 	

 
 	
  
 	

 
 
	
 AmeriPath Holdings, Inc.
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath Group Holdings, Inc. (100%)
 
	
 AmeriPath Intermediate Holdings, Inc.
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath Holdings, Inc. (100%)
 
	
 AmeriPath, Inc.
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath Intermediate Holdings, Inc. (100%)
 
	
 A. Bernard Ackerman, M.D. Dermatopathology, P.C.
 	
  
 	
 New
 York
 	
  
 	
 *
 
	
 AmeriPath 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Cincinnati, Inc.
 	
  
 	
 Ohio
 	
  
 	
 AmeriPath Ohio Trust, dated 9/30/96, David R. Barron, M.D., Trustee for the benefit of AmeriPath, Inc.
 
	
 AmeriPath Cleveland, Inc.
 	
  
 	
 Ohio
 	
  
 	
 AmeriPath Ohio Trust, dated 9/30/96, David R.
 Barron, M.D., Trustee for the benefit of AmeriPath,
 Inc.
 
	
 AmeriPath Consolidated Labs, Inc.
 	
  
 	
 Florida
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath
 Consulting Pathology Services, P.A.
 	
  
 	
 North Carolina
 	
  
 	*

	
 AmeriPath Florida, LLC
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Hospital Services Florida, LLC
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Indemnity, Ltd.
 	
  
 	
 Cayman Islands
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath Indiana, LLC
 	
  
 	
 Indiana
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Indianapolis, P.C.
 	
  
 	
 Indiana
 	
  
 	*

	
 AmeriPath
 Institute of Urological Pathology, P.C.
 (f/k/a J.J. Humes M.D. and Assoc.)
 	
  
 	
 Michigan
 	
  
 	*

	
 AmeriPath Kentucky, Inc.
 	
  
 	
 Kentucky
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath
 Lubbock 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Lubbock Outpatient 5.01(a) Corporation (f/k/a Simpson Pathology 5.01(a)
 Corporation)
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Marketing USA, Inc.
 	
  
 	
 Florida
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath Michigan, Inc.
 	
  
 	
 Michigan
 	
  
 	
 AmeriPath, Inc. (100%)
 


	 
	 
	 
	 
	 
	 

	*
	 	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.














	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Subsidiary
 	
  
 	
 Jurisdiction of 

 Incorporation
 	
  
 	
 Ownership
 
	

 
 	
  
 	

 
 	
  
 	

 
 
	
 AmeriPath Milwaukee, S.C.
 	
  
 	
 Wisconsin
 	
  
 	*

	
 AmeriPath Mississippi, Inc.
 	
  
 	
 Mississippi
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath New York, LLC
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath North Carolina, Inc.
 	
  
 	
 North Carolina
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath Ohio, Inc.
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath PAT 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Pennsylvania, LLC
 	
  
 	
 Pennsylvania
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Philadelphia, Inc.
 	
  
 	
 New
 Jersey
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath Pittsburgh, P.C.
 	
  
 	
 Pennsylvania
 	
  
 	*

	
 AmeriPath San Antonio 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath SC, Inc.
 	
  
 	
 South Carolina
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 AmeriPath
 Severance 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath
 Texarkana 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Texas, LP
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath,
 LLC, general partner (1%) API No. 2, LLC,
 limited partner (99%)
 
	
 AmeriPath Wisconsin, LLC
 	
  
 	
 Wisconsin
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 AmeriPath Youngstown Labs, Inc.
 	
  
 	
 Ohio
 	
  
 	
 AmeriPath Ohio, Inc. (100%)
 
	
 AmeriPath Youngstown, Inc.
 	
  
 	
 Ohio
 	
  
 	
 AmeriPath Ohio Trust, dated 9/30/96, David R. Barron,
 M.D., Trustee for the benefit of AmeriPath,
 Inc.
 
	
 AmeriPath, LLC
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 Anatomic Pathology Services, Inc.
 	
  
 	
 Oklahoma
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 API No. 2, LLC
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 Arizona Pathology Group, Inc.
 	
  
 	
 Arizona
 	
  
 	
 Strigen, Inc. (100%)
 
	
 Arlington
 Pathology Association 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 Colorado Diagnostic LLC Laboratory
 	
  
 	
 Colorado
 	
  
 	
 Colorado Pathology Consultants, P.C.
 
	
 Colorado Pathology Consultants, P.C.
 	
  
 	
 Colorado
 	
  
 	*

	
 Consulting
 Pathologists of Pennsylvania, P.C.
 	
  
 	
 Pennsylvania
 	
  
 	*

	
 Dermatopathology of Wisconsin, S.C.
 	
  
 	
 Wisconsin
 	
  
 	*

	
 Dermatopathology Services, Inc.
 	
  
 	
 Alabama
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 DFW 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 


	 
	 
	 
	 
	 
	 

	*
	 	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.














	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Diagnostic Pathology Management Services, LLC
 	
  
 	
 Oklahoma
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 Diagnostic Pathology Services, P.C.
 	
  
 	
 Oklahoma
 	
  
 	*

	
 Institute for Dermatopathology, P.C.
 	
  
 	
 Pennsylvania
 	
  
 	*

	
 Jill A. Cohen, M.D., Inc.
 	
  
 	
 Arizona
 	
  
 	*

	
 Kailash B. Sharma, M.D., Inc.
 	
  
 	
 Georgia
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Kilpatrick Pathology, P.A.
 	
  
 	
 North Carolina
 	
  
 	*

	
 Nuclear
 Medicine and Pathology Associates
 	
  
 	
 Georgia
 	
  
 	
 Kailash B Sharma, M.D., Inc. (33.333%)
Sharon G.
 Daspit, M.D., Inc. (33.333%)
Peter G. Klacsmann, M.D., Inc. (33.333%
 
	
 NAPA 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 Ocmulgee
 Medical Pathology Association, Inc
 	
  
 	
 Georgia
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 O’Quinn
 Medical Pathology Association, LLC
 	
  
 	
 Georgia
 	
  
 	
 AmeriPath, Inc., sole member
 
	
 PCA of Denver, Inc.
 	
  
 	
 Tennessee
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 PCA of Nashville, Inc.
 	
  
 	
 Tennessee
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 PCA Southeast II, Inc.
 	
  
 	
 Tennessee
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Peter G. Klacsmann, M.D., Inc.
 	
  
 	
 Georgia
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Regional Pathology Consultants, LLC
 	
  
 	
 Utah
 	
  
 	
 Strigen, Inc., sole member
 
	
 Rocky Mountain Pathology, LLC
 	
  
 	
 Utah
 	
  
 	
 Strigen, Inc., sole member
 
	
 Rose Pathology Associates, P.C.
 	
  
 	
 Colorado
 	
  
 	*

	
 Sharon G. Daspit, M.D., Inc.
 	
  
 	
 Georgia
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Shoals Pathology Associates, Inc.
 	
  
 	
 Alabama
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Southwest Diagnostic Laboratories, P.C.
 	
  
 	
 Colorado
 	
  
 	*

	
 Specialty Laboratories, Inc.
 	
  
 	
 California
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 St. Luke’s Pathology Associates, P.A.
 	
  
 	
 Kansas
 	
  
 	*

	
 Strigen, Inc.
 	
  
 	
 Utah
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 TID Acquisition Corp.
 	
  
 	
 Delaware
 	
  
 	
 AmeriPath, Inc. (100%)
 
	
 Tulsa Diagnostics, P.C.
 	
  
 	
 Oklahoma
 	
  
 	*

	
 TXAR 5.01(a) Corporation
 	
  
 	
 Texas
 	
  
 	
 AmeriPath, Inc., sole member
 


	 
	 
	 
	 
	 
	 

	*
	 	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.










SCHEDULE
6.23 

Taxpayer Identification Number of Borrower


The Borrower’s true and correct U.S. taxpayer
identification number is:


16-1387862







SCHEDULE 8.1 

INDEBTEDNESS


Set forth in an attachment is a listing of
the Indebtedness of the Borrower and its

Subsidiaries outstanding at April 30, 2007. All of such Indebtedness will
remain outstanding at

and after the Closing Date except for the Interim Credit Facility, which will
be retired at closing.


Quest Diagnostics Incorporated

April 30, 2007

($ in 000’s)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Interest

 Rate

 	
  

 	
 Maturity

 	
  

 	
 Long Term

 	
  

 	
 Short Term

 	
  

 	
 Total

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Notes Payable:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Receivable Financing

 	
  

 	
  

 	
 5.580%

 	
  

 	
  

 	
 7/2007

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 300,000

 	
  

 	
  

 	
 300,000

 	
  

 
	
 Sumitomo Mitsui Term Loan due December 2008

 	
  

 	
  

 	
 5.820%

 	
  

 	
  

 	
 12/2008

 	
  

 	
  

 	
 45,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 60,000

 	
  

 
	
 5.125% Senior Notes due November 2010

 	
  

 	
  

 	
 5.125%

 	
  

 	
  

 	
 11/2010

 	
  

 	
  

 	
 399,474

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 399,474

 	
  

 
	
 5.45% Senior Notes due November 2015

 	
  

 	
  

 	
 5.450%

 	
  

 	
  

 	
 11/2015

 	
  

 	
  

 	
 498,640

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 498,640

 	
  

 
	
 3.5% Debentures due June 2034

 	
  

 	
  

 	
 3.500%

 	
  

 	
  

 	
 6/2034

 	
  

 	
  

 	
 2,976

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 2,976

 	
  

 
	
 Industrial Revenue Bonds due September 2009

 	
  

 	
  

 	
 5.525%

 	
  

 	
  

 	
 9/2009

 	
  

 	
  

 	
 3,579

 	
  

 	
  

 	
 1,800

 	
  

 	
  

 	
 5,379

 	
  

 
	
 Interim Credit Facility

 	
  

 	
  

 	
 5.720%

 	
  

 	
  

 	
 1/2008

 	
  

 	
  

 	
 (0

 	
 )

 	
  

 	
 450,000

 	
  

 	
  

 	
 450,000

 	
  

 
	
 7.50% Senior Notes due July 2011

 	
  

 	
  

 	
 7.500%

 	
  

 	
  

 	
 7/2011

 	
  

 	
  

 	
 274,539

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 274,539

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 Total Notes Payable

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,224,208

 	
  

 	
  

 	
 766,800

 	
  

 	
  

 	
 1,991,008

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other 3rd Party:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Focus Lease

 	
  

 	
  

 	
 10.000%

 	
  

 	
  

 	
 6/2010

 	
  

 	
  

 	
 42

 	
  

 	
  

 	
 24

 	
  

 	
  

 	
 66

 	
  

 
	
 Enterix Debt / Lease Obligation

 	
  

 	
  

 	
 11.374%

 	
  

 	
  

 	
 11/2008

 	
  

 	
  

 	
 2

 	
  

 	
  

 	
 4

 	
  

 	
  

 	
 6

 	
  

 
	
 AML Leases

 	
  

 	
  

 	
 8.500%

 	
  

 	
  

 	
 12/2016

 	
  

 	
  

 	
 (5

 	
 )

 	
  

 	
 (5

 	
 )

 	
  

 	
 (10

 	
 )

 
	
 HemoCue Lease Obligation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 14,622

 	
  

 	
  

 	
 222

 	
  

 	
  

 	
 14,844

 	
  

 
	
 LabOne

 	
  

 	
  

 	
 15.070%

 	
  

 	
  

 	
 8/2008

 	
  

 	
  

 	
 3

 	
  

 	
  

 	
 1

 	
  

 	
  

 	
 4

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 14,664

 	
  

 	
  

 	
 246

 	
  

 	
  

 	
 14,909

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 Total Long Term / Short Term Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,238,872

 	
  

 	
  

 	
 767,046

 	
  

 	
  

 	
 2,005,918

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 



Standby Letters of
Credit ($, as of May 31, 2007)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facility Amount

 	
  

 	
 Outstanding

 	
  

 	
 Availability

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 SunTrust
 Banks

 	
  

 	
 $

 	
 60,000,000

 	
  

 	
 $

 	
 49,744,624

 	
  

 	
 $

 	
 10,255,376

 	
  

 
	
 KeyBank, NA

 	
  

 	
 $

 	
 25,000,000

 	
  

 	
 $

 	
 12,604,485

 	
  

 	
 $

 	
 12,395,515

 	
  

 
	
 Wachovia, NA

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 11,650,215

 	
  

 	
  

 	
  

 	
  

 



No additional debt has been incurred since April 30, 2007.


All Ameripath debt will be retired in accordance with terms
including tender for the 10.50% notes and the redemption of the PIK Notes with
proceeds deposited on the Closing Date with the trustee of the Notes.


The receivables financing facility has been increased from
$300 million to $375 million. At closing, borrowings under the facility are
$300 million.


$500 million revolving credit facility has no borrowings
outstanding; will be terminated concurrent with the establishment of the new facility.






SCHEDULE 8.2

LIENS


	
  

 	
  

 	
  

 	
  

 
	
 Description

 	
  

 	
 Amount of Secured 

 Indebtedness

 as of April 30, 2007

 
	

 


 	
  

 	
 

 
	
 A. Quest Diagnostics

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Receivable financing
 (Wachovia Bank, N.A. has a lien on receivables that Quest Diagnostics
 Receivables Inc. has purchased from Borrower and its wholly owned
 Subsidiaries)

 	
  

 	
 $300 million

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Capitalized leases (debt
 assumed in connection with the Acquisition of American Medical Laboratories,
 Inc., LabOne, Focus Diagnostics, Enterix and HemoCue)

 	
  

 	
 $14.9 million

 









SCHEDULE 8.6


Investments as of April 30, 2007


	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Investment 
 	
  
 	
 Date Invested
 	
  
 	
 Amount 

 Invested
 	
  
 	
 Book Value 

 at 4/30/2007
 	
  
 	
 Unrealized 

 Gain/(Loss)
 	
  
 	
 DGX 

 Ownership %
 	
  
 
	
 
 	
  
 	

 
 	
  
 	

 
 	
  
 	

 
 	
  
 	

 
 	
  
 	

 
 	
  
 
	
 *
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Vasogen, Inc.
 	
  
 	
  
 	
 *
 	
 (1)
 	
 $
 	*
	
  
 	
 $
 	*
	
  
 	
 $
 	*
	 	*
	
  
 	
  
 
	
 Q-Med, Inc.
 	
  
 	
  
 	
 *
 	
 (2)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	*
	
  
 	
  
 
	
 Ciphergen Biosystems, Inc.
 	
  
 	
  
 	*
	
 (3)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	*
	
  
 	
  
 
	
  
 
	
 Ciphergen Biosystems, Inc. Warrants
 	
  
 	
  
 	*
	
 (4)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 
	
 *
 	
  
 	
  
 	
  
 	
  
 	
 $
 	*
	
  
 	
 $
 	*
	
  
 	
 $
 	*
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	*
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 GMP Companies Inc
 	
  
 	
  
 	*
	
  
 	
 $
 	*
	
  
 	
 $
 	
 —
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Cengent Therapeutics Inc (Formerly SBI)
 	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
 —
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Enterix (non-colon cancer)
 	
  
 	
  
 	*
	
 (5)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 
	
 Correlogic
 	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 
	
 Somalogic
 	
  
 	
  
 	*
	
 (6)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 
	
 DNA Genotek
 	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 
	
 Test My Health
    LabOne
 	
  
 	
  
 	
  
 	
 (7)
 	
  
 	*
	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 *
 	
  
 	
  
 	
  
 	
  
 	
 $
 	*
	
  
 	
 $
 	*
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 *
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 CompuNet Clinical Labs (CCL)
 	
  
 	
  
 	
 Laboratory
 JV
 	
  
 	
  
 	
 —
 	
  
 	
 $
 	*
	
  
 	
  
 	
  
 	
  
 	
 33
 
 	
 %
 	
  
 
	
  
 
	
 Mid-America Clinical Labs (MACL)
 	
  
 	
  
 	
 Laboratory
 JV
 	
  
 	
  
 	
 —
 	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	
 44
 
 	
 %
 	
  
 
	
 Sonora Quest Labs (SQL)
 	
  
 	
  
 	
 Laboratory
 JV
 	
  
 	
  
 	
  
 	
  
 	
  
 	*
	
  
 	
  
 	
  
 	
  
 	
 49
 
 	
 %
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 *

	
  
 	
  
 	
  
 	
  
 	
  
 	
 —
 	
  
 	
 $
 	*
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	

 
 	

 
 	
  
 	

 
 	

 
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 *
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 UPMC
 	
  
 	
  
 	
  
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
  
 	
  
 	
 51
 
 	
 %
 	
  
 
	
 DLO
 	
  
 	
  
 	
  
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
  
 	
  
 	
 51
 
 	
 %
 	
  
 
	
 Erie
 	
  
 	
  
 	
  
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
  
 	
  
 	
 54
 
 	
 %
 	
  
 
	
 Clinical Genomics Pty Ltd
 	
  
 	
  
 	
  
 	
 (5)
 	
  
 	
 —
 	
  
 	
  
 	
 —
 	
  
 	
  
 	
  
 	
  
 	*
	 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 *
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Ciphergen Biosystems,
    Inc. (Loan)
 	
  
 	
  
 	
  
 	
  
 	
 $
 	*
	
  
 	
 $
 	*
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 






	(1)	 	Initial Investment of * was made in *, with additional investments of * and * in * and *, respectively. A * was recorded in *.
	(2)	 	Initial Investment of * was made in *, with an additional investment of * in *.
	(3)	 	A * was recorded in *.
        Future market value changes are recorded as * or * in the *.
	(4)	 	Market value changes of the Ciphergen warrants are recognized in the income statement on a * basis.
	(5)	 	The investments in these entities were established in connection with the acquisition of * in *. The consolidated entity is R&D related to * and the cost investment is for all other R&D.
	(6)	 	A * was recorded in *.
	(7)	 	The investment in Test My Health was acquired in connection with the acquisition of * in *.
	 
	 
	 
	 
	 
	 

	*	 	Portions of this Exhibit
        have been omitted pursuant to a request for confidential treatment and
        filed separately with the Securities and Exchange Commission.
	 	 	 





SCHEDULE 8.7


AFFILIATE TRANSACTIONS


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 GlaxoSmithKline
 plc — Acquisition of SmithKline Beecham Clinical Laboratories, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Stock and
 Asset Purchase Agreement dated as of February 9, 1999, among SmithKline
 Beecham plc (“SSB”), and SmithKline Beecham Corporation, as sellers, and
 Borrower, as buyer, for the purchase of SSB’s U.S. and certain non-U.S.
 clinical laboratory business.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Related
 Agreements:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Stockholders
 Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Clinical
 Trials Agreement (amended and restated in December 2002); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Intellectual
 Property Agreements, including assignments, licenses, etc.

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Coming
 Incorporated

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 In
 connection with the 1996 spin-off from Coming Incorporated (“Corning”),
 Borrower and Covance, Inc. (another former Corning subsidiary) entered into a
 tax sharing agreement with Corning that allocates responsibility for federal
 income and various other taxes for 1996 and prior years among the three
 Companies. Coming no longer holds any stock of Borrower.

 









SCHEDULE 11.1


NOTICES


Borrower and other Credit Parties:


Quest
Diagnostics Incorporated 

1290 Wall Street West

Lyndhurst, New Jersey 07071 

Attn: Michael G. Lukas

               Vice
President, Finance


Telephone:          (201)
729-8158

Facsimile:           (201)
393-5903


Administrative Agent:


Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Bank
of America, N.A. 

101 N. Tryon Street

Mail Code: NC1-001-04-39 

Charlotte, NC 28255

Attention: Katrina Linen 

Telephone: 704-388-3918 

Telecopier: 704-719-8132

Electronic Mail: katrina.linen@bankofamerica.com


Bank
of America, N.A.

New York, NY

Account No. (for Dollars): *

ABA# 026009593

Attn: Credit Services

Ref: Quest Diagnostics Incorporated


Bank
of America, London

Account No. (for Euro): * 

Swift Address: BOFAGB22

Attn: Credit Services

Ref: Quest Diagnostics Incorporated


Bank
of America, London

Account No. (for Sterling): * 

London Sort Code: 16-50-50

Swift Address: BOFAGB22

	 
	 
	 
	 
	 
	 

	*
	 	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.







Attn:
Credit Services

Ref: Quest Diagnostics Incorporated


Other Notices as Administrative Agent:

Bank
of America, N.A. 

Agency Management

1455 Market Street

Mail Code: CA5-701-05-19 

San Francisco, CA 94103 

Attention: Angela Lau 

Telephone: 415-436-4000 

Telecopier: 415-503-5008

Electronic Mail: angela.lau@bankofamerica.com


with a copy to:


Bank
of America, N.A.

Portfolio Management

100 N. Tryon Street

Mail Code: NC1-007-17-11

Charlotte, NC 28255

Attention: Richard Hardison

Telephone: 704-386-1185

Telecopier: 704-388-6002

Electronic Mail: richard.c.hardison@bankofamerica.com


ISSUING LENDER:


Bank
of America, N.A. 

Trade Finance Services 

1 Fleet Way

Mail Code: PA6-580-02-30 

Scranton, PA 18507

Attention: John Yzeik 

Telephone: 570-330-4315 

Telecopier: 570-330-4186

Electronic Mail: john.p.yzeik@bankofamerica.com


SWING LINE LENDER:


Bank
of America, N.A.

101 N. Tryon Street

Mail Code: NC1-001-04-39





Charlotte,
NC 28255

Attention: Katrina Linen

Telephone: 704-388-3918

Telecopier: 704-719-8132

Electronic Mail: katrina.linen@bankofamerica.com


Bank
of America, N.A.

New York, NY

Account No.: * 

ABA# 026009593

Attn: Credit Services

Ref: Quest Diagnostics
Incorporated

	 
	 
	 
	 
	 
	 

	*
	 	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.









Exhibit 2.1(c) to

Credit Agreement


	
  

 
	
 FORM OF TERM NOTE

 
	
 May 31, 2007 

 



          FOR
VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of (the “Lender”), at
the office of Bank of America, N.A. (the “Administrative
Agent”) as set forth in that certain Credit Agreement dated as of May 31,
2007 among Quest Diagnostics Incorporated, as Borrower, certain Subsidiaries of
the Borrower, as Guarantors, the Lenders identified therein and Bank of
America, N.A., as Administrative Agent (as the same may be amended, modified,
extended or restated from time to time, the “Credit Agreement”) (or at
such other place or places as the holder of this Term Note may designate), the
aggregate amount of all advances made by the Lender as Term Loans (and not
otherwise repaid), in Dollars and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each Term Loan made by the Lender,
at such office, in like money and funds, for the period commencing on the date
of each Term Loan until each Term Loan shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement. 


          This
Term Note is one of the Term Notes referred to in the Credit Agreement and
evidences Term Loans made by the Lender thereunder. The Lender shall be
entitled to the benefits of the Credit Agreement. Capitalized terms used in
this Tenn Note have the respective meanings assigned to them in the Credit
Agreement and the terms and conditions of the Credit Agreement are expressly
incorporated herein and made a part hereof. 


          The
Credit Agreement provides for the acceleration of the maturity of the Term
Loans evidenced by this Term Note upon the occurrence of certain events (and
for payment of collection costs in connection therewith) and for prepayments of
Term Loans upon the terms and conditions specified therein. In the event this
Term Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to the principal and interest, all costs of
collection, including reasonable attorney fees. 


          Except
as permitted by Section 11.3(b) of the Credit Agreement, this Term Note may not
be assigned by the Lender to any other Person. 


          The
date, amount, type, interest rate and duration of Interest Period (if
applicable) of each Tenn Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Administrative Agent and the Lender on its books; provided that the failure of
the Administrative Agent or the Lender to make any such recordation shall not
affect the obligations of the Borrower to make a payment when due of any amount
owing hereunder or under the Credit Agreement in 





respect of the
Term Loans to be evidenced by this Term Note, and each such recordation shall
be prima facie evidence of the obligations owing under this Term Note absent
manifest error. 


          THIS
TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 


          IN
WITNESS WHEREOF, the Borrower has caused this Term Note to be executed as of the
date first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a Delaware
 corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


2






FORM OF NOTICE OF BORROWING


	
  

 	
  

 	
  

 
	
 TO:

 	
 BANK OF
 AMERICA, N.A., as Administrative Agent

 
	
  

 	
 101 North
 Tryon Street

 
	
  

 	
 NC1-001-04-39

 
	
  

 	
 Charlotte,
 North Carolina 28255

 
	
  

 	
  

 
	
 RE:

 	
 Credit
 Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the
 “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders
 identified therein and Bank of America, N.A., as Administrative Agent (as the
 same may be amended, modified, extended or restated from time to time, the
 “Credit Agreement”)

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
 DATE:

 	
 _________________

 
	
 ____________________________________________________________________________________________________________

 
	
 ______

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 This Notice
 of Borrowing is made pursuant to the terms of the Credit Agreement. All capitalized
 terms used herein unless otherwise defined shall have the meanings set forth
 in the Credit Agreement. 

 
	
  

 	
  

 
	
 2.

 	
 Please be
 advised that the Borrower is requesting a [Revolving][Term] Loan in the
 amount of ___________ [insert type of currency] to be funded on ____________,
 ____ at the interest rate option set forth in paragraph 3 below. 

 
	
  

 	
  

 
	
 3.

 	
 The interest
 rate option applicable to the requested [Revolving][Term] Loan shall be equal
 to: 

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 _________

 	
 the Base
 Rate

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
  

 	
 the Eurocurrency Rate plus the Applicable Percentage for an Interest
 Period of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 _________

 	
 one month

 
	
  

 	
  

 	
  

 	
 _________

 	
 two months

 
	
  

 	
  

 	
  

 	
 _________

 	
 three months

 
	
  

 	
  

 	
  

 	
 _________

 	
 six months

 
	
  

 	
  

 	
  

 
	
 4.

 	
 [Immediately
 after giving effect to the making of the requested Revolving Loan and the
 application of the proceeds thereof, (i) the sum of the outstanding Revolving
 Loans plus outstanding LOC Obligations plus outstanding Swing Line

 













	
  

 	
  

 
	
  

 	
 Loans plus outstanding Competitive Bid Loans will be $__________, which is less than or
 equal to the Revolving Committed Amount, (ii) the sum of outstanding LOC
 Obligations shall not exceed the LOC Committed Amount, (iii) the sum of
 outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount
 and (iv) the sum of outstanding Competitive Bid Loans shall not exceed
 $500,000,000.]1

 
	
  

 	
  

 
	
 5.

 	
 The
 representations and warranties made by the Credit Parties in any Credit
 Document are true and correct in all material respects at and as if made on
 the date the requested [Revolving][Term] Loan is made except to the extent
 they expressly and exclusively relate to an earlier date. 

 
	
  

 	
  

 
	
 6.

 	
 No Default
 or Event of Default shall exist and be continuing either prior to or after
 giving effect to the [Revolving][Term] Loan made pursuant to this Notice of
 Borrowing. 

 






	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a Delaware
 corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 
	

 


 
	
 [Applicable to Revolving Credit Loan only].

 	
  

 
	
  

 	
  

 
	
 2

 	
 Notice of Borrowing

 










FORM OF REVOLVING NOTE


May 31, 2007 


          FOR
VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of (the “Lender”), at the office of
Bank of America, N.A. ( the “Administrative Agent”) as set forth in
that certain Credit Agreement dated as of May 31, 2007 among Quest Diagnostics
Incorporated, as Borrower, certain Subsidiaries of the Borrower, as Guarantors,
the Lenders identified therein and Bank of America, N.A., as Administrative
Agent (as the same may be amended, modified, extended or restated from time to
time, the “Credit Agreement”) (or at such other place or places as the
holder of this Revolving Note may designate), the aggregate amount of all
advances made by the Lender as Revolving Loans (and not otherwise repaid), in
Dollars and in immediately available funds, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each Revolving Loan made by the Lender, at such office, in
like money and funds, for the period commencing on the date of each Revolving
Loan until each Revolving Loan shall be paid in full, at the rates per annum
and on the dates provided in the Credit Agreement. 


          This
Revolving Note is one of the Revolving Notes referred to in the Credit
Agreement and evidences Revolving Loans made by the Lender thereunder. The
Lender shall be entitled to the benefits of the Credit Agreement. Capitalized
terms used in this Revolving Note have the respective meanings assigned to them
in the Credit Agreement and the terms and conditions of the Credit Agreement
are expressly incorporated herein and made a part hereof. 


          The
Credit Agreement provides for the acceleration of the maturity of the Revolving
Loans evidenced by this Revolving Note upon the occurrence of certain events
(and for payment of collection costs in connection therewith) and for
prepayments of Revolving Loans upon the terms and conditions specified therein.
In the event this Revolving Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and
interest, all costs of collection, including reasonable attorney fees. 


          Except
as permitted by Section 11.3(b) of the Credit Agreement, this Revolving Note
may not be assigned by the Lender to any other Person. 


          The
date, amount, type, interest rate and duration of Interest Period (if
applicable) of each Revolving Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Administrative Agent and the Lender on its books; provided that the failure of
the Administrative Agent or the Lender to make any such recordation shall not
affect the obligations of the Borrower to make a 






payment when
due of any amount owing hereunder or under the Credit Agreement in respect of
the Revolving Loans to be evidenced by this Revolving Note, and each such
recordation shall be prima facie evidence of the obligations owing under this
Revolving Note absent manifest error. 


          THIS
REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. 


          IN
WITNESS WHEREOF, the Borrower has caused this Revolving Note to be executed as
of the date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a Delaware
 corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FORM OF 

 SWING LINE LOAN REQUEST

 
	
  

 	
  

 	
  

 
	
 TO:

 	
 BANK OF
 AMERICA, N.A., as Swing Line Lender 

 101 North Tryon Street 

 NC1-001-04-39 

 Charlotte, North Carolina 28255 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Credit
 Agreement dated as of May 31, 2007 among Quest Diagnostics Incorporated (the
 “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, Bank of
 America, N.A., as Administrative Agent, and the Lenders party thereto (as the
 same may be amended, modified, extended or restated from time to time, the
 “Credit Agreement”) 

 	
  

 
	
  

 	
  

 	
  

 
	
 DATE:

 	
 _____________________

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 _____________________________________________________________________________________________________________________________

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 This Swing
 Line Loan Request is made pursuant to the terms of the Credit Agreement. All
 capitalized terms used herein unless otherwise defined shall have the
 meanings set forth in the Credit Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  Please
 be advised that the Borrower is requesting a Swing Line Loan on the terms set
 forth below: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
  

 	
 Principal
 amount of requested Swing Line Loan

 	
 __________________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
  

 	
 Date of
 requested Swing Line Loan

 	
 __________________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Immediately
 after giving effect to the making of the requested Swing Line Loan and the
 application of the proceeds thereof, (i) the sum of the outstanding Revolving
 Loans plus outstanding LOC Obligations plus outstanding Swing Line Loans plus
 outstanding Competitive Bid Loans will be $     , which is less than or equal to
 the Revolving Committed Amount, (ii) the sum of outstanding LOC Obligations
 shall not exceed the LOC Committed Amount, (iii) the sum of outstanding Swing
 Line Loans shall not exceed the Swing Line 

 













	
  

 	
  

 
	
  

 	
 Committed
 Amount and (iv) the sum of outstanding Competitive Bid Loans shall not exceed
 $500,000,000.

 






	
  

 	
  

 
	
 4.

 	
 The
 representations and warranties made by the Credit Parties in any Credit
 Document are true and correct in all material respects at and as if made on
 the date the requested Swing Line Loan is made except to the extent they
 expressly and exclusively relate to an earlier date. 

 
	
  

 	
  

 
	
 5.

 	
 No Default
 or Event of Default shall exist and be continuing either prior to or after
 giving effect to the Swing Line Loans made pursuant to this Swing Line Loan
 Request. 

 






	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS 

 INCORPORATED,

 
	
  

 	
 a Delaware
 corporation

 






	
  

 	
  

 	
  

 
	
  

 	
  By: 

 	
  

 
	
  

 	
  

 	

 


 



	
  

 	
  

 	
  

 
	
  

 	
  Name: 

 	
  

 
	
  

 	
  

 	
 


 



	
  

 	
  

 	
  

 
	
  

 	
    Title: 

 	
  

 
	
  

 	
  

 	

 


 


2






FORM OF

SWING LINE LOAN NOTE


	
  

 	
  

 
	
 $50,000,000

 	
 May 31, 2007

 



          FOR
VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of Bank of America, N.A. (the “Swing
Line Lender”), at the office of the Swing Line Lender, as set forth in that
certain Credit Agreement, dated as of May 31, 2007, among the Borrower, the
Subsidiaries of the Borrower as Guarantors, the Lenders party thereto (including
the Swing Line Lender) and Bank of America, N.A. as Administrative Agent (as
amended, modified, extended or restated from time to time, the “Credit
Agreement”), the principal amount of FIFTY MILLION DOLLARS ($50,000,000)
(or such lesser amount as shall equal the aggregate unpaid principal amount of
the Swing Line Loans made by the Swing Line Lender to the Borrower under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Swing Line Loan, at such office, in like money and funds, for the
period commencing on the date of each Swing Line Loan until each Swing Line
Loan shall be paid in full, at the rates per annum and on the dates provided in
the Credit Agreement. 


          This
Note is the Swing Line Loan Note referred to in the Credit Agreement and
evidences Swing Line Loans made by the Swing Line Lender thereunder.
Capitalized terms used in this Swing Line Loan Note and not otherwise defined
shall have the respective meanings assigned to them in the Credit Agreement and
the terms and conditions of the Credit Agreement are expressly incorporated
herein and made a part hereof. 


          The
Credit Agreement provides for the acceleration of the maturity of the Swing
Line Loans evidenced by this Swing Line Loan Note upon the occurrence of
certain events (and for payment of collection costs in connection therewith)
and for prepayments of Swing Line Loans upon the terms and conditions specified
therein. In the event this Swing Line Loan Note is not paid when due at any
stated or accelerated maturity, the Borrower agrees to pay, in addition to
principal and interest, all costs of collection, including reasonable,
documented attorney fees. 


          The
date, amount and interest rate of each Swing Line Loan made by the Swing Line
Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Swing Line Lender on its books; provided that
the failure of the Swing Line Lender to make any such recordation or
endorsement shall not affect the 











obligation of the Borrower to make a payment when due
of any amount owing hereunder or under this Swing Line Loan Note in
respect of the Swing Line Loans to be evidenced by this Swing Line Loan Note,
and each such recordation or endorsement shall be prima facie evidence of such
information, absent manifest error. 


          THIS
SWING LINE LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 


          IN
WITNESS WHEREOF, the Borrower has caused this Swing Line Loan Note to be
executed as of the date first above written. 


	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED,

 
	
  

 	
 a Delaware
 corporation

 






	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 



	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 



	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


2






FORM OF COMPETITIVE BID REQUEST


	
  

 	
  

 	
  

 
	
TO:

	
 BANK OF AMERICA, N.A., as
 Administrative Agent 

 101 North Tryon Street

 NC 1-001-04-39

 Charlotte, North Carolina 28255

 	
  

 
	
  

 	
  

 	
  

 
	
 RE:

 	
 Credit Agreement dated as
 of May 31, 2007 among Quest Diagnostics
 Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, Bank of America, N.A., as Administrative Agent, and the
 Lenders party thereto (as the same
 may be amended, modified, extended
 or restated from time to time, the “Credit Agreement”)

 	
  

 
	
  

 	
  

 	
  

 
	
 DATE: ______________, 200

 	
  

 
	
  

 
	
 _____________________________________________________________________________________________________________________________

 






	
  

 	
  

 	
  

 
	
	
 This
 Competitive Bid Request is made pursuant to the terms of the Credit Agreement. Capitalized
 terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
 the Credit Agreement.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Please
 be advised that the Borrower is requesting quotes for a proposed Competitive Bid Loan
 and in connection therewith sets forth below the terms of such proposed Competitive Bid Loan:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
Date of requested Competitive Bid Loan

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
Principal amount of requested Competitive
 Bid Loan

 	
 $

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (C)

 	
Interest Period(s) and the last day thereof

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 






	
  

 	
  

 
	
3.

	
 Immediately
 after giving effect to the making of the requested Competitive Bid Loan and the
 application of the proceeds thereof, (i) the sum of the outstanding Revolving Loans plus outstanding LOC
 Obligations plus outstanding Swing Line Loans plus outstanding Competitive Bid Loans will be $     , which
 is less than or equal to the Revolving Committed Amount, (ii) the sum of

 













	
  

 	
  

 
	
  

 	
 outstanding
 LOC Obligations shall not exceed the LOC Committed Amount, (iii) the sum of
 outstanding Swing Line Loans shall not exceed the Swing Line Committed Amount
 and (iv) the sum of outstanding Competitive Bid Loans shall not exceed $500,000,000.

 
	
  

 	
  

 
	
 4.

 	
 The
 representations and warranties made by the Credit Parties in any Credit Document are true and
 correct in all material respects at and as if made on the date the requested
 Competitive Bid Loan is made except to the extent they expressly and
 exclusively relate to an earlier date.

 
	
  

 	
  

 
	
 5.

 	
 No
 Default or Event of Default shall exist and be continuing either prior to or after giving effect to the Competitive Bid
 Loan made pursuant to this Competitive Bid Request.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED, 

 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


2










	
  

 	
  

 
	
  

 	
 Exhibit 2.5(g) to
Credit
 Agreement 

 


FORM OF

COMPETITIVE BID LOAN NOTE

___________, 200

          FOR
VALUE RECEIVED, QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation
(the “Borrower”), hereby promises to pay to the order of (the “Lender”),
at the office of Bank of America, N.A. (the “Administrative Agent”)
as set forth in that certain Credit Agreement dated as of May 31, 2007 among the Borrower, certain Subsidiaries of
the Borrower, as Guarantors, the Lenders
named therein (including the Lender) and Bank of America, N.A., as Administrative
Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) (or at
such other place or places as the holder of this Competitive Bid Loan Note may designate), the aggregate amount of
all advances made by the Lender as
Competitive Bid Loans (and not otherwise repaid) in lawful money and in immediately available funds, on the
dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each Competitive Bid Loan made by the Lender, at such office, in like money and
funds, for the period commencing on
the date of each Competitive Bid Loan until each Competitive Bid Loan shall be paid in full, at the rates per annum and
on the dates provided in the Credit Agreement.


          This
Note is one of the Competitive Bid Loan Notes referred to in the Credit Agreement and evidences
Competitive Bid Loans made by the Lender thereunder. The Lender shall be entitled
to the benefits of the Credit Agreement. Capitalized terms used in this Competitive Bid
Loan Note have the respective meanings assigned to them in the Credit Agreement
and the terms and conditions of the Credit Agreement are expressly incorporated herein and
made a part hereof


          The
Credit Agreement provides for the acceleration of the maturity of the Competitive Bid Loans
evidenced by this Competitive Bid Loan Note upon the occurrence of certain events (and for payment
of collection costs in connection therewith) and for prepayments of Competitive
Bid Loans upon the teams and conditions specified therein. In the event this Competitive Bid Loan Note is not paid when due
at any stated or accelerated maturity, the Borrower agrees to pay, in addition
to the principal and interest, all
costs of collection, including reasonable attorney fees.


          Except
as permitted by Section 11.3(b) of the Credit Agreement, this Competitive Bid Loan Note may not be assigned by the Lender to
any other Person.





          THIS
COMPETITIVE BID LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


          IN
WITNESS WHEREOF, the Borrower has caused this Competitive Bid Loan Note to be executed as
of the date first above written.




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED, 

 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	

 


 


2





FORM OF NOTICE OF CONTINUATION/CONVERSION


	
  

 	
  

 	
  

 
	
 TO:

 	
 BANK OF AMERICA, N.A., as Administrative Agent 

 101 North Tryon Street

 NC 1-001-04-39

 Charlotte, North Carolina 28255

 	
  

 
	
  

 	
  

 	
  

 
	
 RE:

 	
 Credit Agreement dated as of May 31, 2007 among
 Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower, as
 Guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party
 thereto (as the same may be amended, modified, extended or restated from
 time to time, the “Credit Agreement”)

 	
  

 




DATE:       __________________




	
  

 	
  

 	
  

 
	
_____________________________________________________________________________________________________________________________________


 
	
  

 	
  

 	
  

 
	
 

 	
 This
 Notice of Continuation/Conversion is made pursuant to the terms of the Credit
 Agreement. All capitalized terms used herein unless otherwise defined shall have the
 meanings set forth in the Credit Agreement.

 
	
  

 	
  

 
	
 2.

 	
 Please
 be advised that the Borrower is requesting that a portion of the current outstanding Revolving
 Loans in the amount of $ __________ currently accruing interest at __________ be extended or
 converted as of ________ at the interest rate option set forth in paragraph 3 below.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 The
 interest rate option applicable to the continuation or conversion of all or
 part of the existing Revolving Loans (as set forth above) shall be equal to:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 ___________
 the Base Rate

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
                       the Eurocurrency Rate plus the Applicable Percentage for an Interest Period of:

 






	
  

 	
  

 	
  

 
	
  

 	
 ____________

 	
 one month

 
	
  

 	
 ____________

 	
two months

 
	
  

 	
 ____________

 	
 three
 months 

 
	
  

 	
 ____________

 	
 six months

 













	
  

 	
  

 
	
 4.

 	
 As of
 the date hereof, no Default or Event of Default has occurred and is continuing.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST
 DIAGNOSTICS INCORPORATED, 

 a Delaware corporation

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	

 


 


2






FORM OF JOINDER AGREEMENT


          THIS
JOINDER AGREEMENT (this “Agreement”), dated as of _____________, is entered into between,
a (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as
Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement dated as
of May 31, 2007 among Quest Diagnostics Incorporated (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders identified
therein and Bank of America, N.A. as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All
capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.


          The
Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:


          1. The
Subsidiary hereby acknowledges, agrees and confirms that, by its execution
of this Agreement, the Subsidiary will be deemed to be a Credit Party under the
Credit Agreement and a “Guarantor” for all
purposes of the Credit Agreement and shall have all of the obligations of a Credit Party and Guarantor thereunder as
if it had executed the Credit
Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement, including without limitation (a) all of
the representations and warranties of the
Credit Parties set forth in Section 6 of the Credit Agreement, (b) all of the
affirmative and negative covenants set
forth in Sections 7 and 8 of the Credit Agreement and (c) all of the guaranty obligations set forth in Section 4
of the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary,
subject to the limitations set forth
in Section 4.7 of the Credit Agreement, hereby guarantees, jointly and severally with the other Guarantors,
to the Administrative Agent and the Lenders, as provided in Section 4 of the
Credit Agreement, the prompt payment when due, by mandatory prepayment, acceleration, as a mandatory cash
collateralization or otherwise, of the Credit Party Obligations, including in
the case of any extension of time of
payment or renewal of any of the Credit Party Obligations, the prompt payment
and perfolinance in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) in accordance with the terms of such extension or renewal.






          1. The address of the Subsidiary for purposes
of Section 11.1 of the Credit Agreement is as follows:


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 



          2. The Subsidiary hereby
waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Subsidiary
under the Credit Agreement upon the execution of this Agreement by the Subsidiary.


          3.
This Agreement may be
executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the
same instrument.


          4.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.


11






          IN
WITNESS WHEREOF, the Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the
Administrative Agent, for the benefit of the Lenders, has caused the same to be
accepted by its authorized officer, as of the day and year first above
written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [SUBSIDIARY]

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	

	
  

 	
 Acknowledged and accepted:

 
	
  

 	
  

 
	
  

 	
 BANK
 OF AMERICA, N.A, 

 as
 Administrative Agent

 
	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


3







Exhibit 11.3(b) to 

Credit Agreement 


FORM OF ASSIGNMENT AND ASSUMPTION


          This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee] (the
“Assignee”). Capitalized tennis used but not defined herein shall have
the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full. 


          For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, Letters of Credit, guarantees and Swing Line
Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor. 


	
  

 	
  

 
	
 1.

 	
 Assignor:
 ________________________________

 
	
  

 	
  

 
	
 2.

 	
 Assignee: ___________________________________ [and is an Affiliate/Approved Fund of
 [identify Lender] 

 
	
  

 	
  

 
	
 3.

 	
 Borrower(s):
 Quest Diagnostics Incorporated 

 
	
  

 	
  

 
	
 4.

 	
 Administrative
 Agent: Bank of America, N.A., as the administrative agent under the Credit
 Agreement. 

 













	
  

 	
  

 	
  

 
	
 5.

 	
 Credit
 Agreement:

 	
 The Credit
 Agreement, dated as of May 31, 2007 among Quest Diagnostics Incorporated (the
 “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, the Lenders
 party thereto, the Guarantors parties thereto and Bank of America, N.A., as
 Administrative Agent. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Assigned
 Interest: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Facility Assigned

 	
  

 	
 Aggregate

 Amount of

 Commitment/Loans

 for all Lenders*

 	
  

 	
 Amount of

 Commitment/Loans

 Assigned*

 	
  

 	
 Percentage

 Assigned of

 Commitment/Loans 

 	
  

 	
 CUSIP

 Number

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1

 	
  

 	
  

 	
  

 	
  

 
	
 [Tenn Loan]

 	
  

 	
 $

 	
  

 	
  

 	
 $

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 [Revolving Loan]

 	
  

 	
 $

 	
  

 	
  

 	
 $

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 [7.

 	
 Trade Date:
 ____________________]2

 



Effective
Date: ___________________, 20 __ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.] 


The terms set
forth in this Assignment and Assumption are hereby agreed to: 


	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR 

 
	
  

 	
 [NAME OF
 ASSIGNOR] 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
       Title:
 

 
	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNEE

 
	
  

 	
 [NAME OF
 ASSIGNEE] 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
       Title:
 

 



Set forth, to at least 9
decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


2
To be completed if
the Assignor and the Assignee intend that the minimum assignment amount is to
be determined as of the Trade Date. 






Consented to and Accepted: 


BANK OF AMERICA, N.A., as 

Administrative Agent 


	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
       Title:
 

 
	
  

 	
  

 
	
 [Consented
 to:] 

 
	
  

 	
  

 
	
 [QUEST
 DIAGNOSTICS INCORPORATED] 

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
       Title:
 

 
	
  

 	
  

 
	
 [BANK OF
 AMERICA, N.A., as Issuing Lender and Swing Line Lender] 

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
       Title:
 

 










ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION


	
  

 	
  

 
	
 1

 	
 Representations and Warranties.

 



                    1.1.
Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
in respect of any Credit Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document. 


                    1.2.
Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.1 thereof, as
applicable, and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Lender that is not
a “United States person” within the meaning of Section 7701(a)(30) of the Code
(a “Foreign Lender’), attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the telins of the
Credit Documents are required to be performed by it as a Lender. 


                    2.
Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date. 






                    3.
General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of
New York.