Exhibit 10.1


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







	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 FOURTH AMENDED AND RESTATED CREDIT AND
 SECURITY AGREEMENT
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 DATED AS OF JUNE
 11, 2008
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 AMONG
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 QUEST DIAGNOSTICS RECEIVABLES INC., AS BORROWER,
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 QUEST DIAGNOSTICS INCORPORATED, AS INITIAL SERVICER,
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 VARIABLE FUNDING CAPITAL COMPANY LLC,
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 GOTHAM FUNDING CORPORATION,
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 WACHOVIA BANK, NATIONAL ASSOCIATION,
 	
  
 
	
  
 	
 INDIVIDUALLY AND AS VFCC AGENT,
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 AND
 	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 THE BANK OF TOKYO-MITSUBISHI, UFJ, LTD.,
 NEW YORK BRANCH,
 	
  
 
	
  
 	
 INDIVIDUALLY, AS GOTHAM AGENT AND AS ADMINISTRATIVE AGENT
 	
  
 
	
  
 	
  
 	
  
 










TABLE OF CONTENTS 


	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
 PAGE  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
 
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE I.
 THE CREDIT
 	
  
 	
 2
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 1.1
 	
  
 	
 The Facility
 	
  
 	
 2
 
	
  
 	
 Section 1.2
 	
  
 	
 Funding
 Mechanics; Liquidity Fundings
 	
  
 	
 3
 
	
  
 	
 Section 1.3
 	
  
 	
 Interest
 Rates
 	
  
 	
 4
 
	
  
 	
 Section 1.4
 	
  
 	
 Payment
 Dates; Absence of Notes to Evidence Loans
 	
  
 	
 4
 
	
  
 	
 Section 1.5
 	
  
 	
 Prepayments
 	
  
 	
 5
 
	
  
 	
 Section 1.6
 	
  
 	
 Reductions
 in Aggregate Commitment
 	
  
 	
 6
 
	
  
 	
 Section 1.7
 	
  
 	
 Distribution
 of Certain Notices; Notification of Interest Rates
 	
  
 	
 6
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE II.
 BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS
 	
  
 	
 7
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 2.1
 	
  
 	
 Method of
 Borrowing
 	
  
 	
 7
 
	
  
 	
 Section 2.2
 	
  
 	
 Selection of
 CP Tranche Periods and Interest Periods
 	
  
 	
 7
 
	
  
 	
 Section 2.3
 	
  
 	
 Computation
 of Concentration Limits and Unpaid Net Balance
 	
  
 	
 8
 
	
  
 	
 Section 2.4
 	
  
 	
 Maximum
 Interest Rate
 	
  
 	
 8
 
	
  
 	
 Section 2.5
 	
  
 	
 Payments and
 Computations, Etc.
 	
  
 	
 8
 
	
  
 	
  
 	
 (a) Payments
 	
  
 	
 8
 
	
  
 	
  
 	
 (b) Late
 Payments
 	
  
 	
 9
 
	
  
 	
  
 	
 (c) Method
 of Computation
 	
  
 	
 9
 
	
  
 	
  
 	
 (d)
 Avoidance or Rescission of Payments
 	
  
 	
 9
 
	
  
 	
 Section 2.6
 	
  
 	
 Non-Receipt
 of Funds by the Co Agents
 	
  
 	
 9
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE III.
 SETTLEMENTS
 	
  
 	
 9
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 3.1
 	
  
 	
 Reporting
 	
  
 	
 9
 
	
  
 	
  
 	
 (a) Monthly
 Reports
 	
  
 	
 9
 
	
  
 	
  
 	
 (b) Weekly
 Reports; Right to Request Cash Collateral Payment
 	
  
 	
 9
 
	
  
 	
  
 	
 (c)
 Interest; Other Amounts Due
 	
  
 	
 10
 
	
  
 	
 Section 3.2
 	
  
 	
 Turnover of
 Collections
 	
  
 	
 10
 
	
  
 	
 Section 3.3
 	
  
 	
 Non-Distribution
 of Servicer’s Fee
 	
  
 	
 12
 
	
  
 	
 Section 3.4
 	
  
 	
 Deemed
 Collections
 	
  
 	
 12
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE IV.
 FEES AND YIELD PROTECTION
 	
  
 	
 12
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 4.1
 	
  
 	
 Fees
 	
  
 	
 12
 
	
  
 	
 Section 4.2
 	
  
 	
 Yield
 Protection
 	
  
 	
 13
 
	
  
 	
 Section 4.3
 	
  
 	
 Funding
 Losses
 	
  
 	
 15
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE V.
 CONDITIONS OF ADVANCES
 	
  
 	
 16
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 5.1
 	
  
 	
 Conditions
 Precedent to Restatement Effectiveness
 	
  
 	
 16
 
	
  
 	
 Section 5.2
 	
  
 	
 Conditions
 Precedent to All Advances
 	
  
 	
 17
 



i









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE VI.
 REPRESENTATIONS AND WARRANTIES
 	
  
 	
 18
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 6.1
 	
  
 	
 Representations
 and Warranties of Loan Parties
 	
  
 	
 18
 
	
  
 	
  
 	
 (a)
 Ownership of the Borrower
 	
  
 	
 18
 
	
  
 	
  
 	
 (b)
 Existence; Due Qualification; Permits
 	
  
 	
 18
 
	
  
 	
  
 	
 (c) Action
 	
  
 	
 19
 
	
  
 	
  
 	
 (d) Absence
 of Default
 	
  
 	
 19
 
	
  
 	
  
 	
 (e)
 Noncontravention
 	
  
 	
 19
 
	
  
 	
  
 	
 (f) No
 Proceedings
 	
  
 	
 19
 
	
  
 	
  
 	
 (g) Taxes
 	
  
 	
 20
 
	
  
 	
  
 	
 (h)
 Government Approvals
 	
  
 	
 20
 
	
  
 	
  
 	
 (i)
 Financial Statements and Absence of Certain Material Adverse Changes
 	
  
 	
 21
 
	
  
 	
  
 	
 (j) Nature
 of Receivables
 	
  
 	
 21
 
	
  
 	
  
 	
 (k) Margin
 Regulations
 	
  
 	
 21
 
	
  
 	
  
 	
 (l) Title to
 Receivables and Quality of Title
 	
  
 	
 21
 
	
  
 	
  
 	
 (m) Accurate
 Reports
 	
  
 	
 22
 
	
  
 	
  
 	
 (n)
 Jurisdiction of Organization; Offices
 	
  
 	
 22
 
	
  
 	
  
 	
 (o)
 Lockboxes and Collection Accounts
 	
  
 	
 22
 
	
  
 	
  
 	
 (p) Eligible
 Receivables
 	
  
 	
 23
 
	
  
 	
  
 	
 (q) ERISA
 	
  
 	
 23
 
	
  
 	
  
 	
 (r) Names
 	
  
 	
 23
 
	
  
 	
  
 	
 (s) Credit
 and Collection Policy
 	
  
 	
 23
 
	
  
 	
  
 	
 (t) Payments
 to Applicable Originator
 	
  
 	
 24
 
	
  
 	
  
 	
 (u)
 Investment Company Act; Public Utility Holding Company Act; Other
 Restrictions
 	
  
 	
 24
 
	
  
 	
  
 	
 (v)
 Borrowing Base; Solvency
 	
  
 	
 24
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE VII.
 GENERAL COVENANTS OF LOAN PARTIES
 	
  
 	
 24
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 7.1
 	
  
 	
 Affirmative
 Covenants of Loan Parties
 	
  
 	
 24
 
	
  
 	
  
 	
 (a)
 Compliance With Laws, Etc
 	
  
 	
 24
 
	
  
 	
  
 	
 (b)
 Preservation of Existence
 	
  
 	
 24
 
	
  
 	
  
 	
 (c) Audits
 	
  
 	
 24
 
	
  
 	
  
 	
 (d) Keeping
 of Records and Books of Account
 	
  
 	
 25
 
	
  
 	
  
 	
 (e)
 Performance and Compliance with Receivables, Invoices and Contracts
 	
  
 	
 25
 
	
  
 	
  
 	
 (f)
 Jurisdiction of Organization; Location of Records
 	
  
 	
 25
 
	
  
 	
  
 	
 (g) Credit
 and Collection Policies
 	
  
 	
 25
 
	
  
 	
  
 	
 (h) Sale
 Agreement
 	
  
 	
 26
 
	
  
 	
  
 	
 (i)
 Collections
 	
  
 	
 26
 
	
  
 	
  
 	
 (j) Further
 Assurances
 	
  
 	
 26
 
	
  
 	
 Section 7.2
 	
  
 	
 Reporting
 Requirements of Loan Parties
 	
  
 	
 26
 
	
  
 	
  
 	
 (a)
 Quarterly Financial Statements
 	
  
 	
 26
 
	
  
 	
  
 	
 (b) Annual
 Financial Statements
 	
  
 	
 27
 
	
  
 	
  
 	
 (c) Reports
 to SEC and Exchanges
 	
  
 	
 27
 
	
  
 	
  
 	
 (d) ERISA
 	
  
 	
 27
 




ii









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (e) Events
 of Default, etc
 	
  
 	
 27
 
	
  
 	
  
 	
 (f)
 Litigation
 	
  
 	
 27
 
	
  
 	
  
 	
 (g) Reviews
 of Receivables
 	
  
 	
 27
 
	
  
 	
  
 	
 (h) Change
 in Business or Credit and Collection Policy
 	
  
 	
 27
 
	
  
 	
  
 	
 (i)
 Downgrade
 	
  
 	
 28
 
	
  
 	
  
 	
 (j) Other
 	
  
 	
 28
 
	
  
 	
 Section 7.3
 	
  
 	
 Negative
 Covenants of Loan Parties
 	
  
 	
 28
 
	
  
 	
  
 	
 (a) Sales,
 Liens, Etc
 	
  
 	
 28
 
	
  
 	
  
 	
 (b)
 Extension or Amendment of Receivables
 	
  
 	
 28
 
	
  
 	
  
 	
 (c) Change
 in Business or Credit and Collection Policy
 	
  
 	
 28
 
	
  
 	
  
 	
 (d) Change
 in Payment Instructions to Obligors
 	
  
 	
 28
 
	
  
 	
  
 	
 (e) Deposits
 to Accounts
 	
  
 	
 29
 
	
  
 	
  
 	
 (f) Changes
 to Other Documents
 	
  
 	
 29
 
	
  
 	
  
 	
 (g)
 Restricted Payments by the Borrower
 	
  
 	
 29
 
	
  
 	
  
 	
 (h) Borrower
 Indebtedness
 	
  
 	
 29
 
	
  
 	
  
 	
 (i)
 Prohibition on Additional Negative Pledges
 	
  
 	
 29
 
	
  
 	
  
 	
 (j) Name
 Change, Offices, Records and Books of Accounts
 	
  
 	
 29
 
	
  
 	
  
 	
 (k) Mergers,
 Consolidations and Acquisitions
 	
  
 	
 30
 
	
  
 	
  
 	
 (l)
 Disposition of Receivables and Related Assets
 	
  
 	
 30
 
	
  
 	
  
 	
 (m) Borrowing
 Base
 	
  
 	
 30
 
	
  
 	
 Section 7.4
 	
  
 	
 Separate
 Existence of the Borrower
 	
  
 	
 30
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE
 VIII. ADMINISTRATION AND COLLECTION
 	
  
 	
 32
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 8.1
 	
  
 	
 Designation
 of Servicer
 	
  
 	
 32
 
	
  
 	
  
 	
 (a) Quest
 Diagnostics as Initial Servicer
 	
  
 	
 32
 
	
  
 	
  
 	
 (b)
 Successor Notice; Servicer Transfer Events
 	
  
 	
 33
 
	
  
 	
  
 	
 (c)
 Subcontracts
 	
  
 	
 33
 
	
  
 	
  
 	
 (d) Expense
 Indemnity after a Servicer Transfer Event
 	
  
 	
 33
 
	
  
 	
 Section 8.2
 	
  
 	
 Duties of
 Servicer
 	
  
 	
 34
 
	
  
 	
  
 	
 (a)
 Appointment; Duties in General
 	
  
 	
 34
 
	
  
 	
  
 	
 (b)
 Segregation of Collections
 	
  
 	
 34
 
	
  
 	
  
 	
 (c)
 Modification of Receivables
 	
  
 	
 34
 
	
  
 	
  
 	
 (d)
 Contracts and Records
 	
  
 	
 34
 
	
  
 	
  
 	
 (e) Certain
 Duties to the Borrower
 	
  
 	
 34
 
	
  
 	
  
 	
 (f)
 Termination
 	
  
 	
 34
 
	
  
 	
  
 	
 (g) Power of
 Attorney
 	
  
 	
 34
 
	
  
 	
 Section 8.3
 	
  
 	
 Rights of
 the Agents
 	
  
 	
 35
 
	
  
 	
  
 	
 (a) Notice
 to Obligors
 	
  
 	
 35
 
	
  
 	
  
 	
 (b) Notice
 to Collection Banks
 	
  
 	
 35
 
	
  
 	
  
 	
 (c) Rights
 on Servicer Transfer Event
 	
  
 	
 35
 
	
  
 	
 Section 8.4
 	
  
 	
 Responsibilities
 of Loan Parties
 	
  
 	
 36
 
	
  
 	
  
 	
 (a)
 Contracts
 	
  
 	
 36
 
	
  
 	
  
 	
 (b)
 Limitation of Liability
 	
  
 	
 36
 
	
  
 	
 Section 8.5
 	
  
 	
 Further
 Action Evidencing the Security Interest
 	
  
 	
 36
 
	
  
 	
 Section 8.6
 	
  
 	
 Application
 of Collections
 	
  
 	
 36
 



iii









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE IX.
 SECURITY INTEREST
 	
  
 	
 37
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 9.1
 	
  
 	
 Grant of
 Security Interest
 	
  
 	
 37
 
	
  
 	
 Section 9.2
 	
  
 	
 Termination
 after Final Payout Date
 	
  
 	
 37
 
	
  
 	
 Section 9.3
 	
  
 	
 Limitation
 on Rights to Collateral Proceeds
 	
  
 	
 37
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE X.
 EVENTS OF DEFAULT
 	
  
 	
 37
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 10.1
 	
  
 	
 Events of
 Default
 	
  
 	
 37
 
	
  
 	
 Section 10.2
 	
  
 	
 Remedies
 	
  
 	
 40
 
	
  
 	
  
 	
 (a) Optional
 Acceleration
 	
  
 	
 40
 
	
  
 	
  
 	
 (b)
 Automatic Acceleration
 	
  
 	
 40
 
	
  
 	
  
 	
 (c)
 Additional Remedies
 	
  
 	
 40
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE XI.
 THE AGENTS
 	
  
 	
 40
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 11.1
 	
  
 	
 Appointment
 	
  
 	
 40
 
	
  
 	
 Section 11.2
 	
  
 	
 Delegation
 of Duties
 	
  
 	
 41
 
	
  
 	
 Section 11.3
 	
  
 	
 Exculpatory
 Provisions
 	
  
 	
 41
 
	
  
 	
 Section 11.4
 	
  
 	
 Reliance by
 Agents
 	
  
 	
 42
 
	
  
 	
 Section 11.5
 	
  
 	
 Notice of
 Events of Default
 	
  
 	
 42
 
	
  
 	
 Section 11.6
 	
  
 	
 Non-Reliance
 on Other Agents and Lenders
 	
  
 	
 42
 
	
  
 	
 Section 11.7
 	
  
 	
 Indemnification
 of Agents
 	
  
 	
 43
 
	
  
 	
 Section 11.8
 	
  
 	
 Agents in
 their Individual Capacities
 	
  
 	
 43
 
	
  
 	
 Section 11.9
 	
  
 	
 [Reserved]
 	
  
 	
 44
 
	
  
 	
 Section
 11.10
 	
  
 	
 Conflict
 Waivers
 	
  
 	
 44
 
	
  
 	
 Section
 11.11
 	
  
 	
 UCC Filings
 	
  
 	
 44
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE XII.
 ASSIGNMENTS AND PARTICIPATIONS
 	
  
 	
 45
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 12.1
 	
  
 	
 Restrictions
 on Assignments, etc.
 	
  
 	
 45
 
	
  
 	
 Section 12.2
 	
  
 	
 Rights of
 Assignees and Participants
 	
  
 	
 46
 
	
  
 	
 Section 12.3
 	
  
 	
 Terms and
 Evidence of Assignment
 	
  
 	
 46
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE
 XIII. INDEMNIFICATION
 	
  
 	
 46
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 13.1
 	
  
 	
 Indemnities
 by the Borrower
 	
  
 	
 46
 
	
  
 	
  
 	
 (a) General
 Indemnity
 	
  
 	
 46
 
	
  
 	
  
 	
 (b) Contest
 of Tax Claim; After-Tax Basis
 	
  
 	
 48
 
	
  
 	
  
 	
 (c) Contribution
 	
  
 	
 49
 
	
  
 	
 Section 13.2
 	
  
 	
 Indemnities
 by Servicer
 	
  
 	
 49
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE XIV.
 MISCELLANEOUS
 	
  
 	
 50
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 14.1
 	
  
 	
 Amendments,
 Etc
 	
  
 	
 50
 
	
  
 	
 Section 14.2
 	
  
 	
 Notices, Etc
 	
  
 	
 51
 
	
  
 	
 Section 14.3
 	
  
 	
 No Waiver;
 Remedies
 	
  
 	
 51
 
	
  
 	
 Section 14.4
 	
  
 	
 Binding
 Effect; Survival
 	
  
 	
 51
 




iv









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Section 14.5
 	
  
 	
 Costs,
 Expenses and Stamp Taxes
 	
  
 	
 51
 
	
  
 	
 Section 14.6
 	
  
 	
 No
 Proceedings
 	
  
 	
 52
 
	
  
 	
 Section 14.7
 	
  
 	
 Confidentiality
 of Borrower Information
 	
  
 	
 52
 
	
  
 	
 Section 14.8
 	
  
 	
 Confidentiality
 of Program Information
 	
  
 	
 53
 
	
  
 	
  
 	
 (a)
 Confidential Information
 	
  
 	
 53
 
	
  
 	
  
 	
 (b)
 Availability of Confidential Information
 	
  
 	
 54
 
	
  
 	
  
 	
 (c) Legal
 Compulsion to Disclose
 	
  
 	
 54
 
	
  
 	
  
 	
  (d) Survival
 	
  
 	
 54
 
	
  
 	
 Section 14.9
 	
  
 	
 Captions and
 Cross References
 	
  
 	
 55
 
	
  
 	
 Section
 14.10
 	
  
 	
 Integration
 	
  
 	
 55
 
	
  
 	
 Section
 14.11
 	
  
 	
 Governing
 Law
 	
  
 	
 55
 
	
  
 	
 Section
 14.12
 	
  
 	
 Waiver Of
 Jury Trial
 	
  
 	
 55
 
	
  
 	
 Section 14.13
 	
  
 	
 Consent To
 Jurisdiction; Waiver Of Immunities
 	
  
 	
 55
 
	
  
 	
 Section
 14.14
 	
  
 	
 Business
 Associate Agreement; Health Care Data Privacy and Security Requirements
 	
  
 	
 56
 
	
  
 	
  
 	
 (a)
 Definitions
 	
  
 	
 56
 
	
  
 	
  
 	
 (b) Privacy
 	
  
 	
 56
 
	
  
 	
  
 	
 (c) Security
 	
  
 	
 57
 
	
  
 	
  
 	
 (d) EDI
 	
  
 	
 57
 
	
  
 	
  
 	
 (e) Benefit
 	
  
 	
 57
 
	
  
 	
  
 	
 (f)
 Mitigation
 	
  
 	
 57
 
	
  
 	
  
 	
 (g)
 Amendment
 	
  
 	
 57
 
	
  
 	
  
 	
 (h) Survival
 	
  
 	
 58
 
	
  
 	
  
 	
 (i)
 Interpretation
 	
  
 	
 58
 
	
  
 	
  
 	
 (j) Several
 Liability of Business Associates
 	
  
 	
 58
 
	
  
 	
 Section
 14.15
 	
  
 	
 Execution in
 Counterparts
 	
  
 	
 58
 
	
  
 	
 Section
 14.16
 	
  
 	
 No Recourse
 Against Other Parties
 	
  
 	
 58
 



v






FOURTH AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT


                    THIS FOURTH AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT is entered into as of June 11,
2008, by and among: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
                     (2) QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (together with its
 successors, “Quest Diagnostics”), as initial servicer hereunder
 (in such capacity, together with any successor servicer or sub-servicer
 appointed pursuant to Section 8.1, the “Servicer”), 

 
	
  

 	
  

 
	
  

 	
                     (3) VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware corporation (together with
 its successors, “VFCC”), and WACHOVIA BANK,
 NATIONAL ASSOCIATION, in its capacity as a Liquidity Bank to VFCC (together
 with its successors, “Wachovia” and together with
 VFCC, the “VFCC Group”), 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



with respect
to that certain Third Amended and Restated Credit and Security Agreement dated
as of April 20, 2004 originally by and among the Borrower, the Servicer, VFCC,
Atlantic Asset Securitization LLC (“Atlantic”), Calyon New York
Branch, individually and as a co-agent, and Wachovia Bank, National Association
as administrative agent, as amended from time to time prior to the date hereof
(the “Existing Agreement”). 


                    Unless
otherwise indicated, capitalized terms used in this Agreement are defined in
Annex A. 


W I T N E S S E T H : 


                    WHEREAS,
the Borrower is a wholly-owned direct subsidiary of
Quest Diagnostics;









	
  

 	
  

 
	
  

 	
           WHEREAS,
 Quest Diagnostics and certain of its Subsidiaries as Originators and the
 Borrower have entered into the Sale Agreement pursuant to which each of the
 Originators has sold and/or contributed, and hereafter will sell to the
 Borrower, all of such Originator’s right, title and interest in and to its
 Receivables and certain related rights;

 
	
  

 	
  

 
	
  

 	
           WHEREAS,
 immediately prior to the effectiveness of this Agreement, (i) Calyon and
 Atlantic assigned all of their respective rights and obligations under the
 Transaction Documents to BTMU and Gotham, respectively, and (ii) Wachovia
 Bank, National Association was replaced by The Bank of Tokyo-Mitsubishi UFJ,
 Ltd., New York Branch, as Administrative Agent; 

 
	
  

 	
  

 
	
  

 	
           WHEREAS, pursuant to the Existing Agreement, the
 Groups committed to make loans to the Borrower from time to time, secured by
 the Collateral, and Quest Diagnostics agreed to act as Servicer; and 

 
	
  

 	
  

 
	
  

 	
           WHEREAS, the Borrower, the Servicer, the VFCC
 Group, the Gotham Group and the Administrative Agent wish to amend and
 restate the Existing Agreement in its entirety, on the terms and subject to
 the conditions hereinafter set forth; 

 
	
  

 	
  

 
	
  

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

 


ARTICLE I. 

THE CREDIT


          Section
1.1 The Facility. On the terms and subject to the conditions set forth
in this Agreement, the Borrower (or the Servicer on the Borrower’s behalf) may
from time to time during the Revolving Period for each Group request Advances
by delivering a Borrowing Request to the applicable Co-Agent(s) in accordance
with Section 2.1. Upon receipt of a copy of each Borrowing Request from the
Borrower or Servicer during a Group’s Revolving Period, each applicable
Co-Agent shall determine whether its Conduit will fund a Loan in an amount
equal to the portion of the requested Advance specified in such Borrowing
Request, and 


	
  

 	
  

 
	
  

 	
           (a)
 in the event that VFCC elects not to make any such Loan to the Borrower, the
 VFCC Agent shall promptly notify the Borrower and, unless the Borrower
 cancels its Borrowing Request, each of the Liquidity Banks of VFCC severally
 agrees to make its Ratable Share of such Loan to the Borrower, on the terms
 and subject to the conditions hereof, provided that at no time may the aggregate
 principal amount of VFCC’s and its Liquidity Banks’ Loans at any one time
 outstanding exceed the lesser of (i) the aggregate amount of the VFCC
 Liquidity Banks’ Commitments, and (ii) the VFCC Group’s Percentage of the
 Borrowing Base (such lesser amount, the “VFCC Allocation Limit”); 

 
	
  

 	
  

 
	
  

 	
           (b) in the
 event that Gotham elects not to make any such Loan to the Borrower, the
 Gotham Agent shall promptly notify the Borrower and, unless the Borrower
 cancels its Borrowing Request, each of the Liquidity Banks of Gotham
 severally agrees to make its Ratable Share of such Loan to the Borrower, on
 the terms and subject to the conditions hereof, provided that at no time may the
 aggregate principal amount of Gotham’s and its 

 


2









	
  

 	
  

 
	
  

 	
 Liquidity
 Banks’ Loans at any one time outstanding exceed the lesser of (i) the
 aggregate amount of the Gotham Liquidity Banks’ Commitments, and (ii) the
 Gotham Group’s Percentage of the Borrowing Base (such lesser amount, the “Gotham
 Allocation Limit”). 

 



Each Loan
shall be in the minimum amount of $1,000,000 or a larger integral multiple of
$500,000. In no event may the aggregate principal amount of the Advances
hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the
Borrowing Base. Each Liquidity Bank’s Commitment under this Agreement shall
terminate on the earlier to occur of such Liquidity Bank’s Scheduled Termination
Date and the Termination Date. Each of the Loans, and all other Obligations of
the Borrower, shall be secured by the Collateral as provided in Article IX. 


          Section
1.2 Funding Mechanics; Liquidity Fundings. 


	
  

 	
  

 
	
  

 	
           (a)
 Prior to the VFCC Group’s Termination Date, each Advance hereunder shall
 consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii)
 VFCC and/or its Liquidity Banks, and which (except for any Advance which does
 not increase the aggregate principal amount of the Loans outstanding) shall
 be made in such proportions by each Group such that, after giving effect
 thereto, the aggregate outstanding principal balance of the Loans outstanding
 from each Group shall be in proportion to such Group’s Commitment Percentage.
 Any Advance which does not increase the aggregate principal amount
 outstanding may be funded solely by one or more of the members of each Group.
 From and after the VFCC Group’s Termination Date, each Advance hereunder
 shall consist of Loans made solely by Gotham and/or its Liquidity Banks. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Each Lender funding any Loan (or portion thereof) shall wire transfer the
 principal amount thereof to its applicable Co-Agent in immediately available
 funds not later than 12:00 noon (New York City time) on the applicable
 Borrowing Date and, subject to its receipt of such Loan proceeds, such
 Co-Agent shall wire transfer such funds to the account specified by the
 Borrower in its Borrowing Request not later than 2:00 p.m. (New York City
 time) on such Borrowing Date. 

 
	
  

 	
  

 
	
  

 	
           (c)
 While it is the intent of each of the Conduits to fund its respective Loans
 through the issuance of Commercial Paper Notes, the parties acknowledge that
 if either of the Conduits is unable, or determines that it is undesirable, to
 issue Commercial Paper Notes to fund all or any portion of its Loans at a CP
 Rate, or is unable to repay such Commercial Paper Notes upon the maturity
 thereof, such Conduit may sell all or any portion of its Loans (or interests
 therein) to its Liquidity Banks at any time pursuant to its Liquidity
 Agreement to finance or refinance the necessary portion of its Loans through
 a Liquidity Funding to the extent available. The Liquidity Fundings may be
 Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof,
 selected by the Borrower in accordance with Article II. In addition, the
 parties acknowledge that Commercial Paper Notes are issued at a discount and
 at varying discount rates; accordingly, it may not be possible for all CP
 Rate Loans to be made in amounts precisely equal to the amounts specified in
 a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an
 assignment of a Loan or the sale of one or more participations therein, each
 Liquidity Bank participating in a Liquidity Funding shall have the rights of
 a “Lender” hereunder 

 


3









	
  

 	
  

 
	
  

 	
 with the
 same force and effect as if it had directly made a Loan to the Borrower in
 the amount of its Liquidity Funding. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Nothing herein shall be deemed to commit any Lender to make CP Rate Loans. 

 
	
  

 	
  

 
	
  

 	
 Section 1.3 Interest
 Rates.

 
	
  

 
	
  

 	
           (a)
 Each CP Rate Loan shall bear interest on the outstanding principal amount
 thereof from and including the first day of the CP Tranche Period applicable
 thereto selected in accordance with Article II of this Agreement to (but not
 including) the last day of such CP Tranche Period at the applicable CP Rate.
 On the 5th Business Day immediately preceding each Settlement Date, each Pool
 Funded Conduit shall calculate the aggregate amount of CP Costs for the
 applicable Accrual Period and shall notify the Borrower of its aggregate
 amount of such CP Costs which shall be payable on such Settlement Date. At
 any time while Gotham is not acting as Pool Funded Conduit, on the 5th Business
 Day immediately preceding each Settlement Date, the Gotham Agent shall
 calculate Gotham’s CP Rate and each shall notify Borrower of the aggregate
 amount of CP Costs which shall be payable on such Settlement Date. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Each Eurodollar Loan shall bear interest on the outstanding principal amount
 thereof from and including the first day of the Interest Period applicable
 thereto selected in accordance with Article II of this Agreement to (but not
 including) the last day of such Interest Period at a rate per annum equal to the sum of (i) the
 applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus
 (ii) the Applicable Percentage per annum.
 

 
	
  

 	
  

 
	
  

 	
           (c)
 Each Alternate Base Rate Loan shall bear interest on the outstanding
 principal amount thereof, for each day from and including the date such Loan
 is made to but excluding the date it is paid at a rate per annum equal to the Alternate Base
 Rate for such day. Changes in the rate of interest on Alternate Base Rate
 Loans will take effect simultaneously with each change in the Alternate Base
 Rate. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Notwithstanding anything to the contrary contained in Sections 1.3(a), (b) or
 (c), upon the occurrence of an Event of Default, and during the continuance
 thereof, all Obligations shall bear interest, payable upon demand, at the
 Default Rate. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Interest shall be payable for the day a Loan is made but not for the day of
 any payment on the amount paid if payment is received prior to 1:00 p.m.
 (local time) at the place of payment. If any payment of principal of or
 interest on a Loan shall become due on a day which is not a Business Day,
 such payment shall be made on the next succeeding Business Day and, in the
 case of a principal payment, such extension of time shall be included in
 computing interest in connection with such payment. 

 
	
  

 	
  

 
	
  

 	
 Section 1.4 Payment
 Dates; Absence of Notes to Evidence Loans.

 
	
  

 	
  

 
	
  

 	
           (a)
 The Borrower promises to pay the principal of each CP Rate Loan outstanding
 from each of the Conduits on the applicable Termination Date. 

 


4









	
  

 	
  

 
	
  

 	
           (b)
 The Borrower promises to pay the principal of each Eurodollar Loan (if any)
 outstanding from each of the Liquidity Banks on or before the earliest to
 occur of (i) the applicable Termination Date, (ii) such Liquidity Bank’s
 Scheduled Termination Date, and (iii) the refinancing of such Loan with a CP
 Rate Loan or an Alternative Base Rate Loan. 

 
	
  

 	
  

 
	
  

 	
           (c)
 In addition to the foregoing, on each Business Day occurring on or after the
 last day of a Group’s Revolving Period, the Borrower promises to pay a
 portion of the principal of the Loans outstanding from such Group equal to
 such Group’s Percentage of the Collections. 

 
	
  

 	
  

 
	
  

 	
           (d)
 The Borrower promises to pay the principal of each Alternate Base Rate Loan
 (if any) outstanding from each of the Liquidity Banks on or before the
 earliest to occur of (i) the Termination Date, (ii) such Liquidity Bank’s
 Scheduled Termination Date, and (iii) the refinancing of such Loan with a CP Rate
 Loan or a Eurodollar Rate Loan. 

 
	
  

 	
  

 
	
  

 	
           (e)
 The Borrower promises to pay all accrued and unpaid interest on each Loan on
 its applicable Interest Payment Date. 

 
	
  

 	
  

 
	
  

 	
           (f)
 Each Lender shall maintain in accordance with its usual practice an account
 or accounts evidencing the indebtedness of the Borrower to such Lender
 resulting from each Loan made by such Lender from time to time, including the
 amounts of principal and interest payable and paid to such Lender from time
 to time hereunder. Upon request of the Borrower, such Lender’s Co-Agent or
 the Administrative Agent, such Lender will confirm the outstanding principal
 balances of its Loans and the amount of any accrued and unpaid interest
 thereon. The entries maintained in the accounts maintained pursuant to this
 Section shall be prima facie
 evidence of the existence and amounts of the Obligations therein recorded; provided, however,
 that the failure of any Lender to maintain such accounts or any error therein
 shall not in any manner affect the obligation of the Borrower to repay the
 Obligations in accordance with their terms. 

 
	
  

 	
  

 
	
           Section
 1.5 Prepayments. Subject, in the case of CP Rate Loans and Eurodollar
 Loans, to the funding indemnification provisions of Section 4.3: 

 
	
  

 
	
  

 	
           (a)
 The Borrower may from time to time voluntarily prepay, without penalty or
 premium, all outstanding Advances, or, in a minimum aggregate amount of
 $2,000,000 (or a larger integral multiple of $1,000,000), any portion of the
 outstanding Advances by giving prior written notice to the Co-Agents: (i)
 given within the Required Notice Period with respect to each Pool Funded
 Conduit’s Loans so prepaid and (ii) at any time while Gotham is not a Pool
 Funded Conduit, providing for such prepayment to occur on the last day of the
 CP Tranche Period with respect to Gotham’s CP Rate Loans so prepaid (each, a “Prepayment
 Notice”); provided that each such prepayment of
 principal is accompanied by a payment of all accrued and unpaid interest on
 the amount prepaid, together with all amounts (if any) due under Section 4.3,
 and except as provided in Section 14.1(c) and in the definitions of “Approved
 Amendment” and “Termination Date,” is made
 between the Groups in such proportions so that after giving effect thereto,
 the aggregate outstanding principal balance of the Loans outstanding from
 each Group shall be in proportion to the Groups’ respective Commitment
 Percentages. 

 


5









	
  

 	
  

 
	
  

 	
           (b)
 If, on any Business Day, the aggregate outstanding principal amount of the Loans
 from the VFCC Group exceeds the VFCC Allocation Limit, or the aggregate
 principal amount of the Loans outstanding from VFCC exceeds the VFCC
 Liquidity Banks’ Liquidity Commitments divided by 102%, the Borrower shall
 prepay such Loans by wire transfer to the VFCC Agent received not later than
 12:00 noon (New York City time) on the first Business Day thereafter of an
 amount sufficient to eliminate such excess, together with accrued and unpaid
 interest on the amount prepaid. 

 
	
  

 	
  

 
	
  

 	
           (c)
 If, on any Business Day, the aggregate outstanding principal amount of the
 Loans from the Gotham Group exceeds the Gotham Allocation Limit, or the
 aggregate principal amount of the Loans outstanding from Gotham exceeds the
 Gotham Liquidity Banks’ aggregate Liquidity Commitments divided by 102%, the
 Borrower shall prepay such Loans by wire transfer to the Gotham Agent
 received not later than 12:00 noon (New York City time) on the first Business
 Day thereafter of an amount sufficient to eliminate such excess, together with
 accrued and unpaid interest on the amount prepaid. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Upon receipt of any wire transfer pursuant to Section 1.5(a), (b) or (c), the
 applicable Co-Agent shall wire transfer to each of its Constituent Lenders
 their respective shares thereof not later than 1:00 p.m. (New York City time)
 on the date when received. Any prepayment required pursuant to Section 1.5(b)
 or (c) shall be applied first,
 to the ratable reduction of the applicable Group’s Alternate Base Rate Loans
 outstanding, second,
 to the ratable reduction of the applicable Group’s Eurodollar Loans
 outstanding, and lastly,
 to the reduction of the applicable Group’s CP Rate Loans selected by the
 Borrower (or the Servicer, on the Borrower’s behalf). 

 
	
  

 	
  

 
	
  

 	
           (e)
 Unless each of the Co-Agents in its sole discretion shall otherwise agree,
 not more than three (3) Advances and/or prepayments pursuant to Section
 1.5(a) may occur, in the aggregate, in any calendar week. 

 



          Section
1.6 Reductions in Aggregate Commitment. The Borrower may permanently
reduce the Aggregate Commitment in whole, or ratably between the Groups in
part, in a minimum amount of $10,000,000 (or a larger integral multiple of
$1,000,000), upon at least fifteen (15) Business Days’ written notice to the
Co-Agents (each, a “Commitment Reduction Notice”),
which notice shall specify the aggregate amount of any such reduction and the
VFCC Liquidity Banks’ and the Gotham Liquidity Banks’ respective Commitment
Percentages thereof, provided,
however, that (a) the amount of the Aggregate Commitment may not
be reduced below the aggregate principal amount of the outstanding Advances,
and (b) the amount of the Aggregate Commitment may not be reduced below
$100,000,000 unless the Aggregate Commitment is terminated in full. All accrued
and unpaid fees shall be payable on the effective date of any termination of
the Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable
once delivered to the Co-Agents. 


          Section
1.7 Distribution of Certain Notices; Notification of Interest Rates.
Promptly after receipt thereof, the VFCC Agent will notify the VFCC Group and
the Gotham Agent will notify the Gotham Group, of the contents of each Monthly
Report, Weekly Report, Borrowing Request, Commitment Reduction Notice,
Prepayment Notice or notice of default received by it from the Borrower or the
Servicer hereunder. In addition, each of the Co-Agents shall promptly 


6





notify its
Constituent Lenders and the Borrower of each determination of and change in
Interest Rates. 


ARTICLE II.

BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS


          Section
2.1 Method of Borrowing. The Borrower (or the Servicer, on the
Borrower’s behalf) shall give the Co-Agents irrevocable notice in the form of
Exhibit 2.1 hereto (each, a “Borrowing Request”) not later
than 12:00 noon (New York City time) at least two (2) Business Days before the
Borrowing Date of each Advance. On each Borrowing Date, each applicable Lender
shall make available its Loan or Loans in immediately available funds to its
Co-Agent by wire transfer of such amount received not later than 1:00 p.m. (New
York City time). Subject to its receipt of such wire transfers, each Co-Agent
will wire transfer the funds so received from its Constituent Lenders to the
Borrower at the account specified in its Borrowing Request not later than 2:00
p.m. (New York City time) on the applicable Borrowing Date. Unless each of the
Co-Agents in its sole discretion shall otherwise agree, not more than three (3)
Advances and/or prepayments pursuant to Section 1.5 may occur, in the
aggregate, in any calendar week. 


          Section
2.2 Selection of CP Tranche Periods and Interest Periods. 


	
  

 	
  

 
	
  

 	
           (a)
 Except upon the occurrence and during the continuance of an Event of Default
 or when Gotham is a Pool Funded Conduit, the Borrower (or the Servicer, on
 the Borrower’s behalf) in its Borrowing Request may request CP Tranche
 Periods from time to time to apply to Gotham’s CP Rate Loans; provided, however,
 that (i) at any time while Gotham has CP Rate Loans outstanding, at least one
 CP Tranche Period of Gotham shall mature on each Settlement Date and (ii) no
 CP Tranche Period of Gotham may extend beyond the latest Scheduled
 Termination Date of any Gotham Liquidity Bank. In addition to the foregoing,
 except upon the occurrence and during the continuance of an Event of Default,
 the Borrower (or the Servicer, on the Borrower’s behalf) in its Borrowing
 Request may request Interest Periods from time to time to apply to the
 Eurodollar Loans; provided,
 however, that (x) at any time while any Lender has Eurodollar
 Loans outstanding, at least one Interest Period of such Lender shall mature
 on each Settlement Date and (y) no Interest Period of any Lender which began
 prior to its Scheduled Termination Date shall extend beyond such Scheduled
 Termination Date. 

 
	
  

 	
  

 
	
  

 	
           (b)
 While the Gotham Agent will use reasonable efforts to accommodate the
 Borrower’s or the Servicer’s requests for CP Tranche Periods except during
 the continuance of an Event of Default or when Gotham is acting as Pool
 Funded Conduit, the Gotham Agent shall have the right to subdivide any
 requested CP Rate Loan into one or more CP Rate Loans of different CP Tranche
 Periods, or, if the requested period is not feasible, to suggest an alternative
 CP Tranche Period. While each of the Co-Agents will use reasonable efforts to
 accommodate the Borrower’s or the Servicer’s requests for Interest Periods
 for Eurodollar Loans except during the continuance of an Event of Default,
 each of the Co-Agents shall have the right to subdivide any requested
 Eurodollar Loan into one or more Eurodollar Loans with different Interest
 Periods, or, if the requested period is not feasible, to suggest an
 alternative Interest Period. Notwithstanding the foregoing, not less than
 $1,000,000 of principal may be allocated to 

 


7









	
  

 	
  

 
	
  

 	
 any CP
 Tranche Period or Interest Period of any Lender, and no Alternate Base Rate
 Loan may have a principal amount of less than $1,000,000. 

 
	
  

 	
  

 
	
  

 	
           (c)
 The Borrower (or the Servicer, on the Borrower’s behalf) may not request an
 Interest Period for a Eurodollar Loan unless it shall have given each of the
 applicable Co-Agent(s) written notice of its desire therefor not later than
 12:00 noon (New York City time) at least three (3) Business Days prior to the
 first day of the desired Interest Period. Accordingly, all Liquidity Fundings
 shall initially be Alternate Base Rate Loans. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Unless each Co-Agent shall have received written notice by 12:00 noon (New
 York City time) on the Required Day prior to the last day of a CP Tranche
 Period that the Borrower intends to reduce the aggregate principal amount of
 the CP Rate Loans outstanding, each of the Co-Agents and the Conduits shall
 be entitled to assume that the Borrower desires to refinance the principal
 and interest of each maturing CP Rate Loan on the last day of its CP Tranche
 Period with new CP Rate Loans having substantially similar CP Tranche
 Periods; provided,
 however, that the Borrower shall remain liable to pay in cash
 any portion of the principal or interest on the maturing CP Rate Loan when
 due to the extent that the applicable Conduit cannot issue Commercial Paper
 Notes or avail itself of a Liquidity Funding, in either case, in the precise
 amount necessary to refinance the maturing CP Rate Loan and the accrued and
 unpaid interest thereon. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Unless the Co-Agents shall have received written notice by 12:00 noon (New
 York City time) on the third (3rd) Business Day prior to the last
 day of an Interest Period that the Borrower intends to reduce the aggregate
 principal amount of the Eurodollar Loans outstanding from the Liquidity
 Banks, each of the Liquidity Banks shall be entitled to assume that the
 Borrower desires to refinance its maturing Eurodollar Loans on the last day
 of such Interest Period with Alternate Base Rate Loans. 

 



          Section
2.3 Computation of Concentration Limits and Unpaid Net Balance. The
Obligor Concentration Limits and the aggregate Unpaid Net Balance of
Receivables of each Obligor and its Affiliated Obligors (if any) shall be
calculated as if each such Obligor and its Affiliated Obligors were one
Obligor. 


          Section
2.4 Maximum Interest Rate. No provision of this Agreement shall require
the payment or permit the collection of interest in excess of the maximum
permitted by applicable law. 


          Section
2.5 Payments and Computations, Etc. 


                    (a)
Payments. All amounts to be paid or deposited by the Borrower or the
Servicer (on the Borrower’s behalf) to any of the Agents or Lenders (other than
amounts payable under Section 4.2) shall be paid by wire or electronic transfer
of immediately available funds received not later than 1:00 p.m. (New York City
time) on the day when due in lawful money of the United States of America to
the applicable Co-Agent at its address specified in Schedule 14.2, and, to the
extent such payment is for the account of any Lender, the applicable Co-Agent
shall promptly disburse such funds to the appropriate Lender(s) in its Group. 


8





                    (b)
Late Payments. To the extent permitted by law, upon demand, the Borrower
or the Servicer (on the Borrower’s behalf), as applicable, shall pay to the
applicable Co-Agent for the account of each Person in its Group to whom payment
of any Obligation is due, interest on all amounts not paid or deposited by 1:00
p.m. (New York City time) on the date when due (without taking into account any
applicable grace period) at the Default Rate. 


                    (c)
Method of Computation. All computations of interest at the Alternate
Base Rate or the Default Rate shall be made on the basis of a year of 365 (or,
when appropriate, 366) days for the actual number of days (including the first
day but excluding the last day) elapsed. All other computations of interest,
and all computations of Servicer’s Fee, any per
annum fees payable under Section 4.1 and any other per annum fees payable by the Borrower to
the Lenders, the Servicer or any of the Agents under the Loan Documents shall
be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) elapsed. 


                    (d)
Avoidance or Rescission of Payments. To the maximum extent permitted by
applicable law, no payment of any Obligation shall be considered to have been
paid if at any time such payment is rescinded or must be returned for any
reason. 


          Section
2.6 Non-Receipt of Funds by the Co Agents. Unless a Lender notifies its
Co-Agent prior to the date and time on which it is scheduled to fund a Loan
that it does not intend to fund, such Co-Agent may assume that such funding
will be made and may, but shall not be obligated to, make the amount of such
Loan available to the intended recipient in reliance upon such assumption. If
such Lender has not in fact funded its Loan proceeds to the applicable
Co-Agent, the recipient of such payment shall, on demand by such Co-Agent,
repay to such Co-Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by such Co-Agent until the date such Co-Agent
recovers such amount at a rate per annum
equal to the Federal Funds Rate for such day. 


ARTICLE III. 

SETTLEMENTS


          Section
3.1 Reporting. 


                    (a)
Monthly Reports. Not later than the Monthly Reporting Date in each
calendar month hereafter, the Servicer shall deliver to each of the Co-Agents,
a Monthly Report accompanied by an electronic file in a form reasonably
satisfactory to each of the Co-Agents; provided, however, that if an Unmatured
Default or an Event of Default shall exist and be continuing, each of the
Co-Agents may request that a computation of the Borrowing Base also be made on
a date that is not a Monthly Reporting Date and, so long as such request is not
made on or within 5 Business Days prior to the last day of any calendar month,
the Servicer agrees to provide such computation within 3 Business Days after
such request. 


                    (b)
Weekly Reports; Right to Request Cash Collateral Payment. Upon written
request of the Administrative Agent, not later than each Weekly Reporting Date
occurring at least 14 days after the Servicer’s receipt of such request and
continuing until the Administrative 


9





Agent gives
written notice that it no longer desires Weekly Reports, the Servicer shall
deliver to each of the Co-Agents, a Weekly Report of the dollar amount of cash
collections and the number of requisitions, in each case, for the second preceding
week (the “Report Week”). If the dollar amount of cash Collections or the
number of requisitions for the Report Week is less than 50% of the arithmetic
average of the corresponding figures for the four immediately preceding Report
Weeks, upon request of either of the Co-Agents, the Servicer shall provide a
written computation of the Cash Collateral Payment within 3 Business Days after such request. 


                    (c)
Interest; Other Amounts Due. At or before 12:00 noon (New York City
time) on the Business Day before each Settlement Date, each of the Co-Agents
shall notify the Borrower and the Servicer of (i) the aggregate principal
balance of all Loans that are then outstanding from its Constituents, and (ii)
the aggregate amount of all principal, interest and fees that will be due and
payable by the Borrower to such Co-Agent for the account of such Co-Agent or
its Constituents on such Settlement Date. 


          Section
3.2 Turnover of Collections. Without limiting any Agent’s or Lender’s
recourse to the Borrower for payment of any and all Obligations: 


	
  

 	
  

 
	
  

 	
           (a)
 If any Monthly Report reveals that a mandatory prepayment is required under
 Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time)
 on the next succeeding Settlement Date, the Servicer shall turn over to each
 applicable Co-Agent, for distribution to its Constituents, a portion of the
 Collections equal to the amount of such required mandatory prepayment; 

 
	
  

 	
  

 
	
  

 	
           (b)
 If, on any Settlement Date, any Loans are to be voluntarily prepaid in
 accordance with Section 1.5(a), or if the aggregate principal amount of the
 Advances outstanding is to be reduced, the Servicer shall turn over to each
 of the Co-Agents, for distribution to its Constituents, a portion of the
 Collections equal to the Groups’ respective Percentages of the aggregate
 amount of such voluntary prepayment or reduction; and 

 
	
  

 	
  

 
	
  

 	
           (c)
 In addition to, but without duplication of, the foregoing, on (i) each
 Settlement Date and (ii) each other date on which any principal of or
 interest on any of the Loans becomes due (whether by acceleration or
 otherwise) and, in the case of principal, has not been reborrowed pursuant to
 Section 1.1 (if permitted), the Servicer shall turn over to each of the
 Co-Agents, for distribution to their respective Constituents, the Groups’
 respective Percentages of a portion of the Collections equal to the aggregate
 amount of all other Obligations that are due and owing on such date. If the
 Collections and proceeds of new Loans are insufficient to make all payments
 required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and,
 if applicable, all expenses due and owing to any replacement Servicer under
 Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”)
 and the Borrower has made any Demand Advances, the Borrower shall make demand
 upon Quest Diagnostics for payment of the Demand Advances in an amount equal
 to the lesser of the Required Amounts or the aggregate outstanding principal
 balance of such Demand Advances (plus any accrued and unpaid interest
 thereon) and, upon receipt of any such amounts, the Borrower shall pay them
 to each of 

 


10









	
  

 	
  

 
	
  

 	
 the
 Co-Agents, ratably in accordance with their respective Groups’ Percentages,
 for distribution in accordance with this Section 3.2. 

 
	
  

 	
  

 
	
  

 	
           (d)
 If the aggregate amount of Collections and payments on Demand Advances
 received by the Co-Agents on any Settlement Date are insufficient to pay all
 Required Amounts, the aggregate amount received shall be applied to the items
 specified in the subclauses below, in the order of priority of such
 subclauses: 

 



                    (i)
to any accrued and unpaid interest on the Loans that is then due and owing,
including any previously accrued interest which was not paid on its applicable
due date; 


                    (ii)
if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and
unpaid Servicer’s Fee that is then due and owing to such Servicer, together
with any invoiced expenses of the Servicer due and owing pursuant to Section
8.1(d); 


                    (iii)
to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus
any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement
Date; 


                    (iv)
to the payment of the principal of any Loans that are then due and owing; 


                    (v)
to other Obligations that are then due and owing; 


                    (vi)
if the Servicer is the Borrower, Quest Diagnostics or one of their respective
Affiliates, to the accrued and unpaid Servicer’s Fee; and 


                    (vii)
the balance, if any, to the Borrower. 


	
  

 	
  

 
	
  

 	
           (e)
 If the Servicer is ever required to deliver a computation of the Cash
 Collateral Payment pursuant to Section 3.1(b), not later than one (1)
 Business Day after delivery of such computation, the Borrower shall pay to
 the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash
 Collateral Payment to be invested in Permitted Investments selected by such
 Co-Agent but held as Collateral for the Obligations until the next Settlement
 Date pending distribution in accordance with Section 3.2(d). If the Borrower
 lacks sufficient funds to make any such Cash Collateral Payment, in whole or
 in part, the Borrower shall make immediate demand upon Quest Diagnostics for
 payment of any Demand Advances that are then outstanding, and, upon receipt
 of any such shortfall amount, the Borrower shall pay each Group’s Percentage
 of such shortfall amount to the applicable Co-Agent for deposit into a cash
 collateral account to be invested in Permitted Investments selected by the
 applicable Co-Agent but held as Collateral for the Obligations until the next
 Settlement Date pending distribution in accordance with Section 3.2(d). 

 
	
  

 	
  

 
	
  

 	
           (f)
 In addition to, but without duplication of, the foregoing, on (i) each
 Settlement Date and (ii) each other date on which any principal of or
 interest on any of the Loans becomes due (whether by acceleration pursuant to
 Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to
 each of the Co-Agents, for distribution to the Lenders, a portion of the
 Collections equal to the aggregate amount of all Obligations that are due and
 owing on such date. 

 


11





          Section
3.3 Non-Distribution of Servicer’s Fee. Each of the Agents and the other
Secured Parties hereby consents to the retention by the Servicer of a portion
of the Collections equal to the Servicer’s Fee (and, if applicable, any
invoiced expenses of such Servicer that are due and owing pursuant to Section
8.1(d)) so long as the Collections received by the Servicer are sufficient to
pay all amounts pursuant to Section 3.2 of a higher priority as specified in
such Section. 


          Section
3.4 Deemed Collections. If as of the last day of any Settlement Period: 


	
  

 	
  

 
	
  

 	
           (a)
 the outstanding aggregate balance of the Net Receivables as reflected in the
 preceding Monthly Report (net of any positive adjustments) has been reduced
 for any of the following reasons: 

 



                    (i)
as a result of any rejected services, any cash discount or any other adjustment
by the applicable Originator or any Affiliate thereof (regardless of whether
the same is treated by such Originator or Affiliate as a write-off), or as a
result of any surcharge or other governmental or regulatory action, or 


                    (ii)
as a result of any setoff or breach of the underlying agreement in respect of
any claim by the Obligor thereof (whether such claim arises out of the same or
a related or an unrelated transaction), or 


                    (iii)
on account of the obligation of the applicable Originator or any Affiliate
thereof to pay to the related Obligor any rebate or refund, or 


                    (iv)
the Unpaid Net Balance of any Receivable is less than the amount included in
calculating the Net Pool Balance for purposes of any Monthly Report (for any
reason other than such Receivable becoming a Defaulted Receivable), or 


	
  

 	
  

 
	
  

 	
           (b)
 any of the representations or warranties of the Borrower set forth in Section
 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or
 any of the representations or warranties of the Borrower set forth in Section
 6.1(l) is no longer true with respect to any Receivable, 

 



then, in such
event, the Borrower shall be deemed to have received a Collection in an amount
equal to (A) the amount of such reduction, cancellation or overstatement, in
the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and
(B) in the full amount of the Unpaid Net Balance of such Receivable in the case
of the preceding clause (b). 


ARTICLE IV.

FEES AND YIELD PROTECTION


          Section
4.1 Fees. Quest Diagnostics or the Borrower, as applicable, shall pay to
each of the Agents and the Lenders certain fees from time to time in amounts
and payable on such dates as are set forth in the Fee Letters. 


12





          Section
4.2 Yield Protection. 


                    (a)
If any Regulatory Change occurring after the date hereof: 


                    (i)
shall subject an Affected Party to any Tax, duty or other charge with respect
to its Obligations or, as applicable, its Commitment or its Liquidity
Commitment, or shall change the basis of taxation of payments to the Affected
Party of any Obligations, owed to or funded in whole or in part by it or any
other amounts due under this Agreement in respect of its Obligations or, as
applicable, its Commitment or its Liquidity Commitment except for (A) Taxes
based on, or measured by, net income or net profits, or changes in the rate of
Tax on or determined by reference to the overall net income or net profits, of
such Affected Party imposed by the United States of America, by the
jurisdiction in which such Affected Party’s principal executive office and/or
its applicable lending office is located and, if such Affected Party’s
principal executive office or its applicable lending office is not in the
United States of America, by the jurisdiction where such Affected Party’s
principal office or applicable lending office is located, (B) franchise Taxes,
Taxes on, or in the nature of, doing business Taxes or capital Taxes, or (C)
withholding Taxes required for payments made to any foreign entity (other than
withholding Taxes imposed by the United States as a result of a change in law
after the date hereof and before such foreign entity issues its Commitment or
Liquidity Commitment or becomes an assignee of a Lender hereunder), unless such
foreign entity fails to deliver to each of the Co-Agents and the Borrower an
accurate IRS Form W-8BEN or W-8ECI (or the applicable successor form), as
applicable; or 


                    (ii)
shall impose, modify or deem applicable any reserve that was not included in
the computation of the applicable Interest Rate, or any special deposit or
similar requirement against assets of any Affected Party, deposits or
obligations with or for the account of any Affected Party or with or for the
account of any affiliate (or entity deemed by the Federal Reserve Board to be
an affiliate) of any Affected Party, or credit extended by any Affected Party;
or 


                    (iii)
shall affect the amount of capital required or expected to be maintained by any
Affected Party; or 


                    (iv)
shall impose any other condition affecting any Obligation owned or funded in
whole or in part by any Affected Party, or its rights or obligations, if any,
to make Loans or Liquidity Fundings; or 


                    (v)
shall change the rate for, or the manner in which the Federal Deposit Insurance
Corporation (or a successor thereto) assesses deposit insurance premiums or
similar charges; or 


                    (vi)
shall require any Conduit to be consolidated for financial accounting purposes
with any other Person; 


and the result
of any of the foregoing is or would be: 


	
  

 	
  

 
	
  

 	
           (x)
 to increase the cost to or to impose a cost on (I) an Affected Party funding
 or making or maintaining any Loan, any Liquidity Funding, or any commitment
 of such 

 


13









	
  

 	
  

 
	
  

 	
 Affected
 Party with respect to any of the foregoing, or (II) any of the Agents for
 continuing its or the Borrower’s relationship with any Affected Party, in
 each case, in an amount deemed to be material by such Affected Party, 

 
	
  

 	
  

 
	
  

 	
           (y)
 to reduce the amount of any sum received or receivable by an Affected Party
 under this Agreement or under the Liquidity Agreement, or 

 
	
  

 	
  

 
	
  

 	
           (z)
 to reduce the rate of return on such Affected Party’s capital as a
 consequence of its Commitment, its Liquidity Commitment or the Loans made by
 it to a level below that which such Affected Party could have achieved but
 for the occurrence of such circumstances, 

 



then, within
thirty days after demand by such Affected Party (which demand shall be made not
more than 90 days after the date on which the Affected Party becomes aware of
such Regulatory Change and shall be accompanied by a certificate setting forth,
in reasonable detail, the basis of such demand and the methodology for
calculating, and the calculation of, the amounts claimed by the Affected
Party), the Borrower shall pay directly to such Affected Party such additional
amount or amounts as will compensate such Affected Party for such actual
additional cost, actual increased cost or actual reduction. 


	
  

 	
  

 
	
  

 	
           (b)
 Each Affected Party will promptly notify the Borrower, the Administrative
 Agent and the applicable Co-Agent of any event of which it has knowledge
 (including any future event that, in the judgment of such Affected Party, is
 reasonably certain to occur) which will entitle such Affected Party to
 compensation pursuant to this Section 4.2; provided, however, no failure to give
 or delay in giving such notification shall adversely affect the rights of any
 Affected Party to such compensation unless such notification is given more
 than 90 days after the Affected Party becomes aware of such Regulatory
 Change. 

 
	
  

 	
  

 
	
  

 	
           (c)
 In determining any amount provided for or referred to in this Section 4.2, an
 Affected Party may use any reasonable averaging and attribution methods (consistent
 with its ordinary business practices) that it (in its reasonable discretion)
 shall deem applicable. Any Affected Party when making a claim under this
 Section 4.2 shall submit to the Borrower the above-referenced certificate as
 to such actual increased cost or actual reduced return (including calculation
 thereof in reasonable detail), which statement shall, in the absence of
 demonstrable error, be conclusive and binding upon the Borrower. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Each of the Lenders agrees, and to require each Affected Party to agree that,
 with reasonable promptness after an officer of such Lender or such Affected
 Party responsible for administering the Transaction Documents becomes aware
 that it has become an Affected Party under this Section 4.2, is entitled to
 receive payments under this Section 4.2, or is or has become subject to U.S.
 withholding Taxes payable by any Loan Party in respect of its investment
 hereunder, it will, to the extent not inconsistent with any internal policy
 of such Person or any applicable legal or regulatory restriction, (i) use all
 reasonable efforts to make, fund or maintain its commitment or investment
 hereunder through another branch or office of such Affected Party, or (ii)
 take such other reasonable measures, if, as a result thereof, the
 circumstances which would cause such 

 


14









	
  

 	
  

 
	
  

 	
 Person to be
 an Affected Party under this Section 4.2 would cease to exist, or the
 additional amounts which would otherwise be required to be paid to such
 Person pursuant to this Section 4.2 would be reduced, or such withholding
 Taxes would be reduced, and if the making, funding or maintaining of such
 commitment or investment through such other office or in accordance with such
 other measures, as the case may be, would not otherwise adversely affect such
 commitment or investment or the interests of such Person; provided that such
 Person will not be obligated to utilize such other lending office pursuant to
 this Section 4.2 unless the Borrower agrees to pay all incremental expenses
 incurred by such Person as a result of utilizing such other office as
 described in clause (i) above. 

 
	
  

 	
  

 
	
  

 	
           (e)
 If any Lender makes a claim for compensation under this Section 4.2, the
 Borrower may propose an Eligible Assignee to the applicable Co-Agent who is willing
 to accept an assignment of such Lender’s Commitment, Liquidity Commitment and
 outstanding Loans, as applicable, together with each of its other rights and
 obligations under the Transaction Documents; provided that any expenses or other
 amounts which would be owing to such Lender pursuant to any indemnification
 provision hereof (including, if applicable, Section 4.3) shall be payable by
 the Borrower as if the Borrower had prepaid the Loans of the assigning
 Lenders rather than such assigning Lenders having assigned their respective
 interests hereunder. If such proposed Eligible Assignee is acceptable to the
 applicable Co-Agent (who shall not unreasonably withhold or delay its
 approval), the claiming Lender will be obligated to assign all of its rights
 and obligations to such proposed Eligible Assignee within ten (10) Business
 Days after such Co-Agent gives its consent to such proposed Eligible
 Assignee. In addition, if one or more Affected Parties in one of the Groups
 (but not both of the Groups) requests compensation under Section 4.2(a), the
 Borrower shall have the right to (i) require all members of the Group to
 which such claiming part to assign all, but not less than all, of their
 Commitment(s) and outstanding Obligations, as applicable, by entering into
 written assignments with one or more Eligible Assignees identified by the
 Borrower, or (ii) to pay in full of all Obligations (if any) owing to such
 Group and terminate its Commitment(s) (as applicable). Each assignment
 pursuant to clause (i) above to an Eligible Assignee (which may include a
 Constituent of the other Co-Agent) shall become effective on the date
 specified therein subject to receipt of payment in full on such date for all
 Obligations, if any, owing to the Group being replaced, and the Group being
 replaced shall make the requested assignments; provided that any expenses or other
 amounts which would be owing to such Group pursuant to any indemnification
 provision hereof shall be payable by the Borrower as if the Borrower had
 prepaid the Loans of the assigning Group rather than the members of such
 Group having assigned their respective interests hereunder 

 



          Section
4.3 Funding Losses. In the event that any Lender shall actually incur
any actual loss or expense (including any actual loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to make or maintain any Loan or Liquidity Funding) as a result
of (i) any payment of principal with respect to such Lender’s Loan or Liquidity
Funding being made on any day other than the scheduled last day of an
applicable CP Tranche Period or Interest Period with respect thereto,
including, without limitation, because of a payment required by Section 1.4 or
a prepayment required by Section 


15





1.5(b), (c) or
(d) (it being understood that the foregoing shall not apply to any Alternate
Base Rate Loans), or (ii) any Loan not being made in accordance with a request
therefor under Section 2.1, then, upon written notice from the applicable Co-Agent
to the Administrative Agent, the Borrower and the Servicer, the Borrower shall
pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for
the account of such Lender, the amount of such actual loss or expense; provided, however, that in the case of any Pool Funded
Conduit, nothing in this Section 4.3 shall duplicate any amount paid to it as
Broken Funding Costs. Such written notice (which shall include the methodology
for calculating, and the calculation of, the amount of such actual loss or
expense, in reasonable detail) shall, in the absence of demonstrable error, be
conclusive and binding upon the Borrower and the Servicer. 


ARTICLE V.

CONDITIONS OF ADVANCES


          Section
5.1 Conditions Precedent to Restatement Effectiveness. Effectiveness of
this Agreement shall be subject to the conditions precedent that on such date:
(a) each of the statements contained in Sections 5.2(a), (b) and (c) shall be
true, and (b) the Administrative Agent shall have received not less than two (2)
originals (except in the case of item (xi) below) of each of the following
documents dated the date hereof: 


                    (i)
An assignment and assumption agreement by and between Atlantic and Gotham with
respect to Atlantic’s right, title and interest in, to and under the Existing
Agreement and the related Transaction Documents, duly executed by Atlantic and
Gotham and acknowledged by Calyon New York Branch, BTMU and the Borrower; 


                    (ii)
An assignment and assumption agreement by and between Calyon New York Branch
and BTMU with respect to Calyon New York Branch’s right, title and interest in,
to and under the Existing Agreement and the related Transaction Documents, duly
executed by Calyon New York Branch, BTMU and the Borrower; 


                    (iii)
An amendment to the Existing Agreement replacing Wachovia Bank, National
Association with BTMU as Administrative Agent, duly executed by the parties to
the Existing Agreement remaining after giving effect to the assignment and assumption
agreements described in clauses (i) and (ii) above; 


                    (iv)
This Agreement, duly executed by the parties hereto; 


                    (v)
A certificate of the Secretary or Assistant Secretary of each Loan Party
certifying (A) the names and true signatures of the officers authorized on its
behalf to sign this Agreement and the other Transaction Documents to be
delivered by it hereunder (on which certificate the Agents and the Lenders may
conclusively rely until such time as the Administrative Agent shall receive
from such Loan Party a revised certificate meeting the requirements of this
subsection (ii)), (B) (x) an attached copy of the Organic Documents of such
Loan Party, or (y) that there has been no change in the Organic Documents of
such Loan Party since the date of the Existing Agreement, and (C) an attached
copy of resolutions of such Loan Party’s board of directors authorizing its
execution and delivery of this Agreement; 


16





                    (vi)
Opinions dated the date hereof addressed to the Agents and the Lenders as to
(1) the existence of a “true sale” or “true contribution” of the Receivables
from each of the Originators to the Borrower under the Sale Agreement, and (2)
the inapplicability of the doctrine of substantive consolidation to the
Borrower with respect to each of the Originators in connection with any
bankruptcy proceeding involving any of the Originators or the Borrower; 


                    (vii)
One or more favorable opinions of counsel to the Loan Parties covering the
matters set forth in of Exhibit 5.1(h); 


                    (viii)
Copies in form suitable for filing of any and all financing statements and
amendments thereto necessary to ensure that the Borrower continues to have a
perfected ownership interest or perfected first priority security interest in
the Receivables and Related Assets conveyed to it under the Sale Agreement and
the Administrative Agent, for the benefit of the Secured Parties, continues to
have a perfected first priority security interest in the Collateral hereunder; 


                    (ix)
A Monthly Report, prepared as of the Cut-Off Date of April 30, 2008; 


                    (x)
An amendment to the VFCC Liquidity Agreement, in form and substance
satisfactory to the VFCC Agent, duly executed by the parties thereto, reducing
the Liquidity Commitments thereunder to $127,500,000 and extending such
Liquidity Commitments through the VFCC Group Termination Date; 


                    (xi)
The Gotham Fee Letter, duly executed by the parties thereto, together with
payment of any and all fees due on or prior to the date hereof; 


                    (xii)
The VFCC Fee Letter, duly executed by the parties thereto, together with
payment of any and all fees due on or prior to the date hereof; 


                    (xiii)
Collection Account Agreements (or amendments to or assignments of the
Collection Account Agreements executed in connection with the Existing
Agreement) with respect to each of the Collection Accounts, duly executed by
the Borrower, the applicable Originator or the Servicer (as applicable), the
applicable Collection Bank, and the Administrative Agent; and 


                    (xiv)
A certificate of an Authorized Officer of each of the Loan Parties certifying
that as of the date hereof, no Event of Default or Unmatured Event of Default
exists and is continuing. 


          Section
5.2 Conditions Precedent to All Advances. Each Advance (including the
initial Advance under this Agreement) shall be subject to the further
conditions precedent that on the applicable Borrowing Date, each of the
following statements shall be true (and the Borrower, by accepting the amount
of such Advances or by receiving the proceeds of any Loan comprising such
Advance, and each other Loan Party, upon such acceptance or receipt by the
Borrower, shall be deemed to have certified that): 


	
  

 	
  

 
	
  

 	
           (a)
 the representations and warranties contained in Section 6.1 are correct in
 all respects on and as of the date of such Advance as though made on and as
 of such day and 

 


17








	
  

 	
  

 
	
  

 	
 shall be
 deemed to have been made on such day (except for such representations which
 speak only as of an earlier date), 

 
	
  

 	
  

 
	
  

 	
           (b)
 no event has occurred and is continuing, or would result from such Advance,
 that constitutes an Event of Default or Unmatured Default, 

 
	
  

 	
  

 
	
  

 	
           (c)
 the Termination Date shall not have occurred, 

 
	
  

 	
  

 
	
  

 	
           (d)
 if such Advance is to be funded, in whole or in part, by either Conduit’s
 Liquidity Banks, such Conduit shall have Liquidity Banks in its Group whose
 Scheduled Termination Dates have not occurred with sufficient undrawn
 Commitments in an aggregate amount sufficient to fund the requisite portion
 of such Advance, and 

 
	
  

 	
  

 
	
  

 	
           (e)
 each of the Co-Agents shall have received (with such receipt to be determined
 in accordance with Section 14.2 of this Agreement) a timely Borrowing Request
 in accordance with Section 2.1; 

 



provided, however,
the absence of the occurrence and continuance of an Unmatured Default shall not
be a condition precedent to any Advance which does not increase the aggregate
principal amount of all Advances outstanding over the aggregate outstanding
principal balance of the Advances as of the opening of business on such day. 


ARTICLE VI. 

REPRESENTATIONS AND WARRANTIES


          Section
6.1 Representations and Warranties of Loan Parties. Each Loan Party, as
to itself, represents and warrants to the Agents and the Lenders as follows: 


                    (a)
Ownership of the Borrower. Quest Diagnostics owns, directly or
indirectly, all the issued and outstanding Equity Interests of the Borrower,
and all of such Equity Interests are fully paid and non-assessable and are free
and clear of any Liens. 


                    (b)
Existence; Due Qualification; Permits. Each of the Loan Parties: (i) is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (ii) has all requisite corporate
power and authority necessary to own its Property and carry on its business as
now being conducted; (iii) is qualified to do business and is in good standing
in all jurisdictions in which the nature of the business conducted by it makes
such qualification necessary; and (iv) is in compliance with all Requirements
of Law, except in the case of clauses (i), (ii), (iii) and (iv) where the
failure thereof individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. The Loan Parties hold all
governmental permits, licenses, authorizations, consents and approvals necessary
for the Loan Parties to own, lease, and operate their respective Properties and
to operate their respective businesses as now being conducted (collectively,
the “Permits”),
except for Permits the failure to obtain which would not have a Material Adverse
Effect. None of the Permits has been modified in any way that is reasonably
likely to have a Material Adverse Effect. All Permits are in full force and
effect except where the failure of such to be in full force and effect would
not have a Material Adverse Effect. 


18





                    (c)
Action. Each Loan Party has all necessary corporate or other entity
power, authority and legal right to execute, deliver and perform its
obligations under each Transaction Document to which it is a party and to
consummate the transactions herein and therein contemplated; the execution,
delivery and performance by each Loan Party of each Transaction Document to
which it is a party and the consummation of the transactions herein and therein
contemplated have been duly authorized by all necessary corporate action on its
part; and this Agreement has been duly and validly executed and delivered by
each Loan Party and constitutes, and each of the other Transaction Documents to
which it is a party when executed and delivered by such Loan Party will
constitute, its legal, valid and binding obligation, enforceable against each
Loan Party in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws of general applicability from time to time in effect
affecting the enforcement of creditors’ rights and remedies and (ii) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 


                    (d)
Absence of Default. No Unmatured Default or Event of Default has
occurred and is continuing. 


                    (e)
Noncontravention. 


                    (i)
None of the execution, delivery and performance by a Loan Party of any
Transaction Document to which it is a party nor the consummation of the
transactions herein and therein contemplated will (A) conflict with or result
in a breach of, or require any consent (which has not been obtained and is in
full force and effect) under, an Organic Document of such Loan Party or any
applicable Requirement of Law or any order, writ, injunction or decree of any
Governmental Authority binding on such Loan Party, or any term or provision of
any Contractual Obligation of such Loan Party or (B) constitute (with due
notice or lapse of time or both) a default under any such Contractual
Obligation, or (C) result in the creation or imposition of any Lien (except for
the Liens created pursuant to the Transaction Documents) upon any Property of
such Loan Party pursuant to the terms of any such Contractual Obligation,
except with respect to each of the foregoing which could not reasonably be
expected to have a Material Adverse Effect and which would not subject any
Lender to any material risk of damages or liability to third parties. 


                    (ii)
No Loan Party is in default under any material contract or agreement to which
it is a party or by which it is bound, nor, to such Loan Party’s knowledge,
does any condition exist that, with notice or lapse of time or both, would
constitute such default, excluding in any case such defaults that are not
reasonably likely to have a Material Adverse Effect. 


                    (f)
No Proceedings. Except as described in Quest Diagnostics’ Form 10-K for
the fiscal year ended December 31, 2007 and all filings made with the SEC under
the Exchange Act by any Loan Party subsequent thereto prior to the date of this
Agreement (copies of which have been provided to each of the Co-Agents or made
available on EDGAR): 


                    (i)
There is no Proceeding (other than any qui
tam Proceeding, to which this Section is limited to the best of each
Loan Party’s knowledge) pending against, or, to the knowledge of either Loan
Party, threatened in writing against or affecting, any Loan Party or any 


19





of its
respective Properties before any Governmental Authority that, if determined or
resolved adversely to such Loan Party, could reasonably be expected to have a
Material Adverse Effect. 


                    (ii)
There is (A) no unfair labor practice complaint pending against any Loan Party
or, to the best knowledge of each Loan Party, threatened against such Loan
Party, before the National Labor Relations Board or any other Governmental
Authority, and no grievance or arbitration proceeding arising out of or under
any collective bargaining agreement is so pending against such Loan Party or,
to the best knowledge of such Loan Party after due inquiry, threatened against such
Loan Party, (B) no strike, labor dispute, slowdown or stoppage pending against
such Loan Party or, to the best knowledge of Borrower, after due inquiry,
threatened against such Loan Party and (C) to the best knowledge of Borrower
after due inquiry, no union representation question existing with respect to
the employees of such Loan Party and, to the best knowledge of such Loan Party,
no union organizing activities are taking place, except such as would not, with
respect to any matter specified in clause (A), (B) or (C) above, individually
or in the aggregate, have a Material Adverse Effect. 


                    (g)
Taxes. 


                    (i)
Except as would not have a Material Adverse Effect: (A) all tax returns,
statements, reports and forms (including estimated Tax or information returns)
(collectively, the “Tax
Returns”) required to be filed with any taxing authority by, or
with respect to, each Loan Party have been timely filed in accordance with all
applicable laws; (B) each Loan Party has timely paid or made adequate provision
for payment of all Taxes shown as due and payable on Tax Returns that have been
so filed, and, as of the time of filing, each Tax Return was accurate and
complete and correctly reflected the facts regarding income, business, assets,
operations, activities and the status of each Loan Party (other than Taxes
which are being contested in good faith and for which adequate reserves are
reflected on the financial statements delivered hereunder); and (C) each Loan
Party has made adequate provision for all Taxes payable by such Loan Party for
which no Tax Return has yet been filed. 


                    (ii)
Except as set forth in Quest Diagnostics’ Annual Report on Form 10-K for the
year ended December 31, 2007: (A) as of the date hereof no Loan Party is a
member of an affiliated group of corporations within the meaning of Section
1504 of the Code other than an affiliated group of corporations of which Quest
Diagnostics is the common parent; and (B) there are no material tax sharing or
tax indemnification agreements under which Borrower is required to indemnify
another party for a material amount of Taxes other than, in the case of Quest
Diagnostics, the tax indemnity contained in the Merger Agreement dated as of
August 16,1999, between Glaxo Smith Kline (formerly known as Smith Kline
Beecham) and Quest Diagnostics. 


                    (h)
Government Approvals. No authorizations, approvals or consents of, and
no filings or registrations with, any Governmental Authority or any securities
exchange are necessary for the execution, delivery or performance by any Loan
Party of the Transaction Documents to which it is a party or for the legality,
validity or enforceability hereof or thereof or for the consummation of the
transactions herein and therein contemplated, except for filings and recordings
in respect of the Liens created pursuant to the Transaction Documents (all of
which have been duly made or delivered to the Administrative Agent’s counsel
for filing or may be prepared by the Administrative Agent for filing in
accordance with the terms of this Agreement) 


20





and except for
consents, authorizations and filings that have been obtained or made and are in
full force and effect or the failure of which to obtain would not have a
Material Adverse Effect. 


                    (i)
Financial Statements and Absence of Certain Material Adverse Changes. 


                    (i)
The information, reports, financial statements, exhibits and schedules
furnished in writing by either of the Loan Parties to each of the Co-Agents or
Lenders in connection with the negotiation, preparation or delivery of the
Transaction Documents, including Quest Diagnostics’ Annual Report on Form 10-K
for the year ended December 31, 2007, but in each case excluding all projections,
whether prior to or after the date of this Agreement, when taken as a whole, do
not, as of the date such information was furnished, contain any untrue
statement of material fact or omit to state a material fact necessary in order
to make the statements herein or therein, in light of the circumstances under
which they were made, not materially misleading; it being understood that
certain financial information so furnished, including without limitation
information contained in the Weekly Reports and Monthly Reports, has not been
prepared in accordance with GAAP and might vary materially from information
prepared and presented in accordance with GAAP on the same subject matter. Each
Loan Party understands that all such statements, representations and warranties
shall be deemed to have been relied upon by the Lenders as a material
inducement to make each extension of credit hereunder. 


                    (ii)
From December 31, 2007 through and including the date hereof, there has been no
material adverse change in Quest Diagnostics’ consolidated financial condition,
business or operations. Since December 31, 2007, there has been no material
adverse change in Quest Diagnostics’ consolidated financial condition, business
or operations that has had, or would reasonably be expected to have, a material
adverse effect upon its ability to perform its obligations, as an Originator or
as Servicer, under the Transaction Documents when and as required, and no
material adverse effect on the collectibility of any material portion of the
Receivables. 


                    (iii)
Since the date hereof, no event has occurred which would have a Material
Adverse Effect. 


                    (j)
Nature of Receivables. Each Receivable constitutes an Account or a
Payment Intangible. 


                    (k)
Margin Regulations. The use of all funds obtained by such Loan Party
under this Agreement or any other Transaction Document will not conflict with
or contravene any of Regulation T, U or X. 


                    (l)
Title to Receivables and Quality of Title. 


                    (i)
Each Receivable has been acquired by the Borrower from an Originator in
accordance with the terms of the Sale Agreement, and the Borrower has thereby
irrevocably obtained good title to such Receivable and its Related Assets, free
and clear of all Adverse Claims (except as created under the Transaction
Documents), and the Borrower has the legal right to sell and encumber, such
Receivable and the Related Assets. Without limiting the foregoing, there have
been duly filed or delivered to the Administrative Agent’s counsel in form
suitable for filing, all financing statements and financing statements
amendments or other similar 


21





 instruments or documents necessary under the
UCC of all appropriate jurisdictions to perfect the Borrower’s ownership
interest in such Receivable. 


                    (ii)
This Agreement creates a valid security interest in the Collateral in favor of
the Administrative Agent, for the benefit of the Secured Parties, and, upon
filing of the financing statements and amendments described in clause (i),
together with UCC termination statements delivered under the Receivables Sale
Agreement, such security interest will be a first priority perfected security
interest. 


                    (iii)
No financing statement executed or otherwise authorized by any Originator or
Loan Party or other instrument similar in effect covering any portion of the
Collateral is on file in any recording office except such as may be filed (A)
in favor of an Originator in accordance with the Contracts, (B) in favor of the
Borrower and its assigns in connection with the Sale Agreement, (C) in favor of
the Administrative Agent in accordance with this Agreement, (D) in connection
with any Lien arising solely as the result of any action taken by the
Administrative Agent or one of the Secured Parties, or (E) which shall have
been terminated or amended pursuant to UCC financing statements delivered to or
prepared by the Administrative Agent hereunder in form suitable for filing in
all applicable jurisdictions. 


                    (m)
Accurate Reports. No Monthly Report, Weekly Report or computation of
Cash Collateral Payment (in each case, if prepared by such Loan Party, or to
the extent information therein was supplied by such Loan Party), no other
information, exhibit, schedule or information concerning the Collateral
furnished or to be furnished verbally or in writing before or after the date of
this Agreement, by or on behalf of such Loan Party to each of the Co-Agents or
Lenders pursuant to this Agreement was inaccurate in any material respect as of
the date it was dated or (except as otherwise disclosed to each of the
Co-Agents or the Lenders at such time) as of the date so furnished, or
contained or (in the case of information or other materials to be furnished in
the future) will contain any material misstatement of fact or omitted or (in
the case of information or other materials to be furnished in the future) will
omit to state a material fact or any fact necessary to make the statements
contained therein not materially misleading in light of the circumstances made
or presented (it being understood that the Monthly Reports and Weekly Reports
are not prepared in accordance with GAAP and that reports prepared in
accordance with GAAP on the same subject matter might vary materially; and
certain reconciling information with respect to Receivables will be set forth
in the Monthly Report). 


                    (n)
Jurisdiction of Organization; Offices. Each Loan Party’s jurisdiction of
organization is correctly set forth after its name in the preamble to this
Agreement. The principal places of business and chief executive office of the
Borrower is located at the addresses set forth on Schedule 6.1(n), and the offices
where the Servicer and the Borrower keep all their Records and material
Contracts are located at the addresses specified in Schedule 6.1(n) (or at such
other locations, notified to each of the Co-Agents in accordance with Section
7.1(f), in jurisdictions where all action required by Section 8.5 has been
taken and completed). 


                    (o)
Lockboxes and Collection Accounts. 


                    (i)
One of the Loan Parties or the applicable Originator has instructed all
Obligors of all Receivables to pay all Collections thereon either (A) by mail
addressed to a Lockbox or 


22





(B) by wire
transfer or other electronic funds transfer directly to a Collection Account in
the name of the applicable Originator, as sub-servicer, or in the name of the Borrower.
Items received in the Lockboxes are deposited for collection each Business Day
into a Collection Account in the name of the applicable Originator or the
Borrower, and all collected and available funds from time to time in each
Collection Account in the name of any Originator are swept each day to a
Collection Account in the name of the Borrower. Each of the agreements
establishing and governing the maintenance of the Lockboxes and Collection
Accounts is in full force and effect, and each of the Lockboxes and Collection
Accounts is subject to a Collection Account Agreement that is in full force and
effect. 


                    (ii)
The Borrower has not granted any Person other than the Administrative Agent,
control of any Collection Account or any Lockbox, or the right to take control
of any of the foregoing at a future time or upon the occurrence of a future
event. 


                    (iii)
Except as otherwise provided in Section 7.3(d), each Collection Account
Agreement, and the name and address of each Collection Bank (together with the
account numbers of all Collection Accounts maintained with it and the address
of each Lockbox maintained with it) are set forth on Schedule 6.1(o). 


                    (p)
Eligible Receivables. Each Receivable included as an Eligible Receivable
in the Net Pool Balance in connection with any computation or recomputation of
the Borrowing Base is an Eligible Receivable on such date. 


                    (q)
ERISA. No ERISA Event has occurred or is reasonably expected to occur
which could have a Material Adverse Effect. The present value of all
accumulated benefit obligations of all underfunded Pension Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $20.0 million the fair market
value of the assets of all such underfunded Pension Plans. Each ERISA Entity is
in compliance in all material respects with the presently applicable provisions
of ERISA and the Code with respect to each Employee Benefit Plan. Using
actuarial assumptions and computation methods consistent with subpart 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of any of each ERISA
Entity to all Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan, would not result in a Material Adverse Effect. All Foreign
Plans are in substantial compliance with all Requirements of Law (other than to
the extent such failure to comply would not reasonably be expected to have a
Material Adverse Effect). 


                    (r)
Names. Since its incorporation, the Borrower has not used any legal
names, trade names or assumed names other than (i) the name in which it has
executed this Agreement, and (ii) any other name to which the Administrative
Agent gives its prior written consent (which consent will not be unreasonably
withheld or delayed). 


                    (s)
Credit and Collection Policy. With respect to the Receivables originated
by each of the Originators, each of the applicable Originator, the Borrower and
the Servicer has complied in all material respects with the applicable Credit
and Collection Policy, and no change has been made to such Credit and
Collection Policy since the date of this Agreement which 


23





would be
reasonably likely to materially and adversely affect the collectibility of the
Receivables or decrease the credit quality of any newly created Receivables
except for such changes as to which each of the Co-Agents has received the
notice required under Section 7.2(h) and has given its prior written consent
thereto (which consent shall not be unreasonably withheld or delayed). 


                    (t)
Payments to Applicable Originator. With respect to each Receivable sold
or contributed to the Borrower by any Originator under the Sale Agreement, the
Borrower has given reasonably equivalent value to such Originator in
consideration for such Receivable and the Related Assets with respect thereto
and no such transfer is or may be voidable under any section of the Bankruptcy
Reform Act of 1978 (11 U.S.C. §§101 et seq.), as amended. 


                    (u)
Investment Company Act; Public Utility Holding Company Act; Other
Restrictions. No Loan Party is an “investment company”, or a company
“controlled” by an “investment company”, within the meaning of the United
States Investment Company Act of 1940, as amended. No Loan Party is a “holding
company”, or an “affiliate” of a “holding company” or a “subsidiary company” of
a “holding company”, within the meaning of the United States Public Utility
Holding Company Act of 1935, as amended. No Loan Party is subject to regulation
under any law or regulation which limits its ability to incur Indebtedness,
other than Regulation X of the Board of Governors of the Federal Reserve
System. 


                    (v)
Borrowing Base; Solvency. The Borrowing Base is at all times at least
equal to the aggregate outstanding principal balance of the Advances. As of
each Borrowing Date, after giving effect to any Loans to be borrowed on such
date, the Borrower is and will be Solvent. 


ARTICLE VII. 

GENERAL COVENANTS OF LOAN PARTIES


          Section
7.1 Affirmative Covenants of Loan Parties. From the date hereof until
the Final Payout Date, unless each of the Co-Agents shall otherwise consent in
writing: 


                    (a)
Compliance With Laws, Etc. Each Loan Party will comply with all
applicable laws, rules, regulations and orders, including those with respect to
the Receivables and related Contracts and Invoices, except, in each of the
foregoing cases, where the failure to so comply would not individually or in
the aggregate have a Material Adverse Effect. 


                    (b)
Preservation of Existence. Each Loan Party will preserve and maintain
its existence, rights, franchises and privileges in the jurisdiction of its
incorporation, and qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where the failure to preserve and maintain
such existence, rights, franchises, privileges and qualification would have a
Material Adverse Effect. 


                    (c)
Audits. Each Loan Party will, subject to compliance with applicable law:
(i) at any time and from time to time upon not less than ten (10) Business
Days’ notice (unless an Unmatured Default or Event of Default has occurred and
is continuing, in which case, not more than one (1) Business Day’s notice shall
be required) during regular business hours, permit each of the Agents or any of
its agents or representatives: (A) to examine and make copies of and abstracts
from all Records, Contracts and Invoices in the possession or under the control
of such 


24





Loan Party,
and (B) to visit the offices and properties of such Loan Party for the purpose
of examining such Records, Contracts and Invoices and to discuss matters
relating to Receivables or such Loan Party’s performance hereunder with any of
the officers or employees of such Loan Party having knowledge of such matters;
and (ii) without limiting the provisions of clause (i) above, from time to
time, at the expense of such Loan Party, permit certified public accountants or
auditors acceptable to each of the Co-Agents to conduct a review of such Loan
Party’s Contracts, Invoices and Records (each, a “Review”); provided, however, that (x) so long as
no Event of Default has occurred and is continuing, the Loan Parties shall only
be responsible for the costs and expenses of one (1) such Review in any
calendar year hereafter unless the first such Review in a calendar year
resulted in negative findings (in which case the Loan Parties shall be
responsible for the costs and expenses of two (2) such Reviews in such calendar
year). Notwithstanding the foregoing, if (x) any Loan Party requests the
approval of a new Eligible Originator who is a Material Proposed Addition or
(y) any Material Acquisition is consummated, the Loan Parties shall be
responsible for the costs and expenses of one additional Review per proposed
Material Proposed Addition or per Material Acquisition in the calendar year in
which such Material Proposed Addition is expected to occur or such Material
Acquisition is expected to be consummated if such additional Review is requested
by either of the Co-Agents.


                    (d)
Keeping of Records and Books of Account. The Servicer will maintain and
implement administrative and operating procedures (including, without
limitation, an ability to recreate essential Records evidencing the Receivables
in the event of the destruction of the originals thereof), and keep and
maintain, all Contracts, Records and other information necessary or reasonably
advisable for the collection of all Receivables (including, without limitation,
Records adequate to permit the identification as of any Business Day when
required of outstanding Unpaid Net Balances by Obligor and related debit and
credit details of the Receivables). Each of the Borrower and the Servicer shall
post all Demand Advances to its respective books in accordance with GAAP on or
before each Settlement Date. 


                    (e)
Performance and Compliance with Receivables, Invoices and Contracts.
Each Loan Party will, at its expense, timely and fully perform and comply with
all provisions, covenants and other promises, if any, required to be observed
by it under the Contracts and/or Invoices related to the Receivables except for
such failures to fully perform and comply as would not, individually or in the
aggregate, have a Material Adverse Effect. 


                    (f)
Jurisdiction of Organization; Location of Records. Each Loan Party will
keep its jurisdiction of organization, chief place of business and (at any time
while the location of its chief executive office remains germane to perfection
of any of the security interests or ownership interests purported to be
conveyed pursuant to the Transaction Documents) its chief executive office, and
the offices where it keeps its Records and material Contracts (and, to the extent
that any of the foregoing constitute instruments, chattel paper or negotiable
documents, all originals thereof), at the address(es) of the Servicer and the
Borrower referred to in Section 6.1(n) or, upon 15 days’ prior written notice
to the Administrative Agent, at such other locations in jurisdictions where all
action required by Section 8.5 shall have been taken and completed. 


                    (g)
Credit and Collection Policies. Each Loan Party will comply in all
material respects with its Credit and Collection Policy in regard to the
Receivables and the related Contracts and Invoices. 


25





                    (h)
Sale Agreement. The Borrower will perform and comply in all material
respects with all of its covenants and agreements set forth in the Sale
Agreement, and will enforce the performance by each Originator of its
respective obligations thereunder. 


                    (i)
Collections. 


                    (i)
In accordance with Section 6.1(o)(i), each of the Loan Parties will instruct
all Obligors to make all payments on Receivables directly to a Lockbox or
Collection Account in the name of the applicable Originator (as sub-servicer
for the Borrower and the Secured Parties), the Borrower or the Administrative
Agent or its designee, which is subject to a Collection Account Agreement and,
if such Collection Account is in the name of an Originator, it is swept on a
daily basis into a Collection Account in the name of the Borrower (or the
Administrative Agent or its designee) which is subject to a Collection Account
Agreement. The Borrower will cause each of the Collection Accounts that is
currently in the name of an Originator to be transferred to it and into its own
name within a reasonable period of time after the initial Advance hereunder. 


                    (ii)
If, notwithstanding the foregoing clause (i) above, any Collections are paid
directly to any Loan Party, such Loan Party shall deposit the same (with any
necessary indorsements) to a Collection Account within one (1) Business Day after
receipt thereof. 


                    (iii)
Upon demand of any of the Agents at any time following the occurrence of any
Unmatured Default or Event of Default, the Borrower or the Servicer shall
establish a segregated account at Wachovia Bank, National Association which is
subject to a perfected security interest in favor of the Administrative Agent,
for the benefit of the Secured Parties (the “Collateral Account”), into which all
deposits from time to time in the Collection Accounts, and all other Collections,
are concentrated pending application in accordance with the terms of this
Agreement to the Obligations. 


                    (j)
Further Assurances. Each of the Loan Parties shall take all necessary
action to establish and maintain (i) in favor of the Borrower, a valid and
perfected ownership interest in the Receivables and Related Assets, and (ii) in
favor of the Administrative Agent for the benefit of the Secured Parties, a
valid and perfected first priority security interest in the Collateral, including,
without limitation, taking such action to perfect, protect or more fully
evidence the security interests of the Administrative Agent as the
Administrative Agent may reasonably request. 


          Section
7.2 Reporting Requirements of Loan Parties. From the date hereof until
the Final Payout Date, unless each of the Co-Agents shall otherwise consent in
writing: 


                    (a)
Quarterly Financial Statements. (i) Quest Diagnostics will furnish to
each of the Co-Agents or make publicly available through EDGAR, as soon as
available and in any event within 60 days after the end of each of the first
three quarters of each of its fiscal years, copies of its report on SEC Form
10-Q as of the close of such fiscal quarter, and (ii) the Borrower will furnish
to each of the Co-Agents as soon as available and in any event within 60 days
after the end of each of the first three quarters of each of its fiscal years
an unaudited balance sheet and income statement of the Borrower as of the close
of such fiscal quarter, prepared in accordance 


26





with GAAP and
certified in a manner reasonably acceptable to each of the Co-Agents by the
Borrower’s chief executive officer, chief financial officer or treasurer (or an
officer acting in a similar capacity to any of the foregoing); 


                    (b)
Annual Financial Statements. Quest Diagnostics will furnish to each of
the Co-Agents or make publicly available through EDGAR, as soon as available
and in any event within 120 days after the end of each fiscal year of Quest
Diagnostics, copies of its annual report on SEC Form 10-K for such year, and
the Borrower will furnish to each of the Co-Agents as soon as available and in
any event within 120 days after the end of each fiscal year of the Borrower, an
unaudited balance sheet and income statement of the Borrower as of the close of
such fiscal year, prepared in accordance with GAAP and certified in a manner
reasonably acceptable to each of the Co-Agents by the Borrower’s chief
executive officer, chief financial officer or treasurer (or an officer acting
in a similar capacity to any of the foregoing) 


                    (c)
Reports to SEC and Exchanges. In addition to the reports required by
subsections (a) and (b) next above, promptly upon filing any report on SEC Form
8-K with the SEC, Quest Diagnostics shall deliver copies thereof to each of the
Co-Agents or make them publicly available through EDGAR; 


                    (d)
ERISA. Promptly after the filing or receiving thereof, each Loan Party
will furnish to each of the Co-Agents copies of all reports and notices with
respect to any Reportable Event which any Loan Party files under ERISA with the
Internal Revenue Service, the PBGC or the U.S. Department of Labor or which
such Loan Party receives from the PBGC; 


                    (e)
Events of Default, etc. As soon as possible and in any event within five
(5) Business Days after any Authorized Officer of either Loan Party obtains
knowledge of the occurrence of any Event of Default or any Unmatured Default,
each Loan Party will furnish to each of the Co-Agents a written statement of an
Authorized Officer of such Loan Party setting forth details of such event and
the action that such Loan Party will take with respect thereto; 


                    (f)
Litigation. As soon as possible and in any event within ten Business
Days after any Authorized Officer of either Loan Party obtains knowledge
thereof, such Loan Party will furnish to each of the Co-Agents notice of (i)
any litigation, investigation or proceeding which may exist at any time which
would reasonably be expected to have a Material Adverse Effect and (ii) any
development in previously disclosed litigation which development would
reasonably be expected to have a Material Adverse Effect; 


                    (g)
Reviews of Receivables. As soon as available and in any event within 30
days after each Review referenced in Section 7.1(c), the Borrower will deliver
to each of the Co-Agents a written report on the results of such Review
prepared by accountants or auditors selected as specified therein and
reasonably acceptable to each of the Co-Agents, substantially in the form of
the report delivered for the prior Review, and covering such other matters as
any of the Agents may reasonably request in order to protect the interests of
the Administrative Agent, for the benefit of the Secured Parties, under or as
contemplated by this Agreement; 


                    (h)
Change in Business or Credit and Collection Policy. Each Loan Party will
furnish to each of the Co-Agents prompt written notice of any material change
in the character of 


27





such Loan
Party’s business prior to the occurrence of such change, and each Loan Party
will provide each of the Co-Agents with not less than 15 Business Days’ prior
written notice of any material change in the Credit and Collection Policy
(together with a copy of such proposed change); and 


                    (i)
Downgrade. Promptly after receipt of notice of any downgrade of any
Indebtedness of Quest Diagnostics by Moody’s or S&P, Quest Diagnostics
shall furnish to each of the Co-Agents a notice of such downgrade setting forth
the Indebtedness affected and the nature of such change in rating. 


                    (j)
Other. Promptly, from time to time, each Loan Party will furnish to each
of the Agents such other information, documents, Records or reports respecting
the Receivables or the condition or operations, financial or otherwise, of such
Loan Party as any of the Agents may from time to time reasonably request in
order to protect the interests of the Administrative Agent, for the benefit of
the Secured Parties, under or as contemplated by this Agreement. 


          Section
7.3 Negative Covenants of Loan Parties. From the date hereof until the
Final Payout Date, without the prior written consent of each of the Co-Agents: 


                    (a)
Sales, Liens, Etc. (i) The Borrower will not, except as otherwise
provided herein and in the other Transaction Documents, sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to
exist any Lien upon or with respect to, any Collateral, or any account to which
any Collections are sent, or any right to receive income or proceeds from or in
respect of any of the foregoing (except, prior to the execution of Collection
Account Agreements, set-off rights of any bank at which any such account is
maintained), and (ii) the Servicer will not assert any interest in the
Receivables, except as the Servicer. 


                    (b)
Extension or Amendment of Receivables. No Loan Party will, except as
otherwise permitted in Section 8.2(c), extend, amend or otherwise modify the
terms of any Receivable, or amend, modify or waive any term or condition of any
Contract or Invoice related thereto in any way that adversely affects the
collectibility of the Receivables originated by any Originator (taken as a
whole), or any material part thereof, or the rights of the Borrower or the
Administrative Agent (for the benefit of the Secured Parties) therein. 


                    (c)
Change in Business or Credit and Collection Policy. No Loan Party will
make or permit to be made any change in the character of its business or Credit
and Collection Policy, which change would, in either case, impair the
collectibility of any significant portion of the Receivables or otherwise
materially and adversely affect the interests or remedies of Lender under this
Agreement or any other Transaction Document. 


                    (d)
Change in Payment Instructions to Obligors. No Loan Party will add or terminate
any bank as a Collection Bank from those listed in Schedule 6.1(o) or, after
the Collateral Account has been established pursuant to Section 7.1(i), make
any change in its instructions to Obligors regarding payments to be made to any
Collection Account or Lockbox (except for a change in instructions solely for
the purpose of directing Obligors to make such payments to another existing
Collection Account or Lockbox, as applicable, and where such change is
immaterial and does not adversely affect the interests of the Administrative
Agent, on 


28





behalf of the
Secured Parties, in any respect), unless (i) the Co-Agents shall have received
prior written notice of such addition, termination or change and (ii) the
Administrative Agent shall have received duly executed copies of appropriate
Collection Account Agreements, in a form reasonably acceptable to the
Administrative Agent with each new Collection Bank. 


                    (e)
Deposits to Accounts. Each Loan Party will establish reasonable
procedures designed to ensure that no Loan Party will deposit or authorize the
deposit to any Collection Account of any cash or cash proceeds other than
Collections of Receivables and of certain of the Excluded JV Receivables. 


                    (f)
Changes to Other Documents. The Borrower will not enter into any
amendment or modification of, or supplement to, the Borrower’s Organic
Documents without the prior written consent of the Administrative Agent.
Neither the Borrower nor Quest Diagnostics will permit or enter into any
amendment to or modification of, or supplement to, the Sale Agreement or the
Subordinated Notes, except that they may enter into Joinder Agreements to add
Eligible Originators as sellers thereunder.


                    (g)
Restricted Payments by the Borrower. The Borrower will not: 


                    (i)
Purchase or redeem any shares of the capital stock of the Borrower, declare or
pay any dividends thereon (other than stock dividends), make any distribution
to stockholders or set aside any funds for any such purpose, unless, in each of
the foregoing cases: (A) such purchase, redemption, payment or distribution is
made on, or immediately following, a Settlement Date after payment of all
Obligations due and owing on such Settlement Date, and (B) after giving effect
to such purchase, redemption, payment or distribution, the Borrower’s net worth
(determined in accordance with GAAP) will at all times be at least 10% of the
greater of the Aggregate Commitment or the aggregate outstanding principal amount
of the Advances; or 


                    (ii)
Make any payment of principal or interest on the Subordinated Notes if any
Event of Default exists or would result therefrom or if such payment would
result in the Borrower’s having insufficient cash on hand to pay all
Obligations that will be due and owing on the next succeeding Settlement Date. 


                    (h)
Borrower Indebtedness. The Borrower will not incur or permit to exist
any Indebtedness or liability on account of deposits except: (A) as provided in
the Transaction Documents and (B) other current accounts payable arising in the
ordinary course of business and not overdue in any material respect. 


                    (i)
Prohibition on Additional Negative Pledges. No Loan Party will enter
into or assume any agreement (other than this Agreement and the other
Transaction Documents) prohibiting the creation or assumption of any Lien upon
the Receivables or Related Assets, whether now owned or hereafter acquired,
except as contemplated by the Transaction Documents, or otherwise prohibiting
or restricting any transaction contemplated hereby or by the other Transaction
Documents, and no Loan Party will enter into or assume any agreement creating
any Lien upon the Subordinated Notes. 


                    (j)
Name Change, Offices, Records and Books of Accounts. The Borrower will
not change its name, identity or structure (within the meaning of Article 9 of
any applicable 


29





enactment of
the UCC) or relocate its chief executive office or any office where Records are
kept unless it shall have: (i) given the Co-Agents at least 15 days’ prior
notice thereof and (ii) prior to effectiveness of such change, delivered to the
Administrative Agent all financing statements, instruments and other documents requested
by the Administrative Agent in connection with such change or relocation. 


                    (k)
Mergers, Consolidations and Acquisitions. The Borrower will not merge
into or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of any other Person (whether directly by purchase, lease or other acquisition
of all or substantially all of the assets of such Person or indirectly by
purchase or other acquisition of all or substantially all of the capital stock
of such other Person) other than the acquisition of the Receivables and Related
Assets pursuant to the Sale Agreement. 


                    (l)
Disposition of Receivables and Related Assets. Except pursuant to this
Agreement, the Borrower will not sell, lease, transfer, assign, pledge or
otherwise dispose of or encumber (in one transaction or in a series of
transactions) any Receivables and Related Assets. 


                    (m)
Borrowing Base. The Borrower will not request any Advance if, after
giving effect thereto, the aggregate outstanding principal balance of the Loans
would exceed the Borrowing Base. 


          Section
7.4 Separate Existence of the Borrower. Each Loan Party hereby
acknowledges that Lenders and the Agents are entering into the transactions
contemplated hereby in reliance upon the Borrower’s identity as a legal entity
separate from the Servicer and its other Affiliates. Therefore, each Loan Party
shall take all steps specifically required by this Agreement or reasonably
required by any of the Agents to continue the Borrower’s identity as a separate
legal entity and to make it apparent to third Persons that the Borrower is an
entity with assets and liabilities distinct from those of its Affiliates, and
is not a division of Quest Diagnostics or any other Person. Without limiting
the foregoing, each Loan Party will take such actions as shall be required in
order that: 


	
  

 	
  

 
	
  

 	
           (a)
 The Borrower will be a limited purpose corporation whose primary activities
 are restricted in its Certificate of Incorporation to purchasing or otherwise
 acquiring from the Originators and owning, holding, granting security interests
 in the Collateral, entering into agreements for the financing and servicing
 of the Receivables, and conducting such other activities as it deems
 necessary or appropriate to carry out its primary activities; 

 
	
  

 	
  

 
	
  

 	
           (b)
 Not less than one member of the Borrower’s Board of Directors (the “Independent Director”)
 shall be an individual who is not, and never has been, a direct, indirect or
 beneficial stockholder, officer, director, employee, affiliate, associate,
 material supplier or material customer of Quest Diagnostics or any of its
 Affiliates (other than an Affiliate organized with a limited purpose charter
 for the purpose of acquiring receivables or other financial assets or
 intangible property). The certificate of incorporation of the Borrower shall
 provide that (i) at least one member of the Borrower’s Board of Directors
 shall be an Independent Director, (ii) the Borrower’s Board of Directors
 shall not approve, or take any other action to cause the filing of, a
 voluntary bankruptcy petition 

 


30









	
  

 	
  

 
	
  

 	
 with respect
 to the Borrower unless the Independent Director shall approve the taking of
 such action in writing prior to the taking of such action and (iii) the
 provisions requiring an independent director and the provision described in
 clauses (i) and (ii) of this paragraph (b) cannot be amended without the
 prior written consent of the Independent Director; 

 
	
  

 	
  

 
	
  

 	
           (c)
 The Independent Director shall not at any time serve as a trustee in
 bankruptcy for the Borrower or any Affiliate thereof; 

 
	
  

 	
  

 
	
  

 	
           (d)
 Any director, employee, consultant or agent of the Borrower will be
 compensated from the Borrower’s funds for services provided to the Borrower.
 The Borrower will not engage any agents (other than its attorneys, auditors
 and other professionals) and will not engage any Person other than the
 Servicer to deal with the Collateral as contemplated by the Transaction
 Documents; 

 
	
  

 	
  

 
	
  

 	
           (e)
 The Borrower will contract with the Servicer to perform for the Borrower all
 operations required on a daily basis to service the Collateral. The Borrower
 will pay the Servicer the Servicer’s Fee pursuant hereto. The Borrower will
 not incur any material indirect or overhead expenses for items shared with
 Quest Diagnostics (or any other Affiliate thereof) which are not reflected in
 the Servicer’s Fee. To the extent, if any, that the Borrower (or any other
 Affiliate thereof) shares items of expenses not reflected in the Servicer’s
 Fee, for legal, auditing and other professional services and directors’ fees,
 such expenses will be allocated to the extent practical on the basis of
 actual use or the value of services rendered, and otherwise on a basis
 reasonably related to the actual use or the value of services rendered, it
 being understood that Quest Diagnostics shall pay all expenses of the
 Borrower and, to the extent provided in this Agreement, the Agents relating
 to the preparation, negotiation, execution and delivery of the Transaction
 Documents, including, without limitation, legal, rating agency and other
 fees; 

 
	
  

 	
  

 
	
  

 	
           (f)
 The Borrower’s operating expenses will not be paid by any other Loan Party or
 other Affiliate of the Borrower; 

 
	
  

 	
  

 
	
  

 	
           (g)
 The Borrower will have its own stationery; 

 
	
  

 	
  

 
	
  

 	
           (h)
 The books of account, financial reports and records of the Borrower will be
 maintained separately from those of Quest Diagnostics and each other
 Affiliate of the Borrower although they may appear in Quest Diagnostics’
 consolidated general ledger; 

 
	
  

 	
  

 
	
  

 	
           (i)
 Any financial statements of any Loan Party or Affiliate thereof which are
 consolidated to include the Borrower will contain detailed notes clearly
 stating that (A) all of the Borrower’s assets are owned by the Borrower, and
 (B) the Borrower is a separate legal entity with its own separate creditors
 that will be entitled to be satisfied out of the Borrower’s assets prior to
 any value in the Borrower becoming available to the Borrower’s equity
 holders; and the accounting records and any published financial statements of
 each of the Originators will clearly show that, for accounting purposes, the
 Receivables and Related Assets have been sold by such Originator to the
 Borrower; 

 


31









	
  

 	
  

 
	
  

 	
           (j)
 The Borrower’s assets will be maintained in a manner that facilitates their
 identification and segregation from those of the Servicer and the other
 Affiliates; 

 
	
  

 	
  

 
	
  

 	
           (k)
 Each Affiliate of the Borrower will strictly observe organizational
 formalities in its dealings with the Borrower, and, except as permitted
 pursuant to this Agreement with respect to Collections, funds or other assets
 of the Borrower will not be commingled with those of any of its Affiliates; 

 
	
  

 	
  

 
	
  

 	
           (l)
 No Affiliate of the Borrower will maintain joint bank accounts with the
 Borrower or other depository accounts with the Borrower to which any such
 Affiliate (other than in the Borrower’s or such Affiliate’s existing or
 future capacity as the Servicer hereunder or under the Sale Agreement) has
 independent access, provided
 that prior to demand by any of the Agents pursuant to Section
 7.1(i) to establish a segregated Collateral Account, Collections may be
 deposited into general accounts of Quest Diagnostics, subject to the
 obligations of the Servicer hereunder; 

 
	
  

 	
  

 
	
  

 	
           (m)
 Each Affiliate of the Borrower will maintain arm’s length relationships with
 the Borrower, and each Affiliate of the Borrower that renders or otherwise
 furnishes services or merchandise to the Borrower will be compensated by the
 Borrower at market rates for such services or merchandise; 

 
	
  

 	
  

 
	
  

 	
           (n)
 No Affiliate of the Borrower will be, nor will it hold itself out to be,
 responsible for the debts of the Borrower or the decisions or actions in
 respect of the daily business and affairs of the Borrower. Quest Diagnostics
 and the Borrower will immediately correct any known misrepresentation with
 respect to the foregoing and they will not operate or purport to operate as
 an integrated single economic unit with respect to each other or in their
 dealing with any other entity; 

 
	
  

 	
  

 
	
  

 	
           (o)
 The Borrower will keep correct and complete books and records of account and
 minutes of the meetings and other proceedings of its stockholder and board of
 directors, as applicable, and the resolutions, agreements and other
 instruments of the Borrower will be continuously maintained as official
 records by the Borrower; and 

 
	
  

 	
  

 
	
  

 	
           (p)
 The Borrower will conduct its business solely in its own legal name and in a
 manner separate from the Originators so as not to mislead others with whom
 they are dealing. 

 
	
  

 	
  

 


ARTICLE VIII. 

ADMINISTRATION AND COLLECTION


          Section
8.1 Designation of Servicer. 


                    (a)
Quest Diagnostics as Initial Servicer. The servicing, administering and
collection of the Receivables shall be conducted by the Person designated as
Servicer hereunder from time to time in accordance with this Section 8.1. Until
both of the Co-Agents give to Quest Diagnostics a Successor Notice (as defined
in Section 8.1(b)), Quest Diagnostics is hereby designated as, and hereby
agrees to perform the duties and obligations of, Servicer pursuant to the terms
hereof. 


32





                    (b)
Successor Notice; Servicer Transfer Events. Upon Quest Diagnostics’
receipt of a notice from both of the Co-Agents following a Servicer Transfer
Event of the designation of a new Servicer (a “Successor Notice”), Quest Diagnostics
agrees that it will terminate its activities as Servicer hereunder in a manner
that will facilitate the transition of the performance of such activities to
the new Servicer, and, after agreeing in writing to be bound by the terms of
this Agreement (including, without limitation, the provisions of Section
14.14), the Co-Agents’ designee shall assume each and all of Quest Diagnostics’
obligations to service and administer such Receivables, on the terms and
subject to the conditions herein set forth, and Quest Diagnostics shall use its
reasonable best efforts to assist the Co-Agents’ designee in assuming such
obligations. Without limiting the foregoing, Quest Diagnostics agrees, at its
expense, to take all actions necessary to provide the new Servicer with access
to all computer software necessary to generate reports useful in collecting or
billing Receivables, solely for use in collecting and billing Receivables. If Quest
Diagnostics disputes the occurrence of a Servicer Transfer Event, Quest
Diagnostics may take appropriate action to resolve such dispute; provided that Quest
Diagnostics must terminate its activities hereunder as Servicer and allow the
newly designated Servicer to perform such activities on the date specified by
the Co-Agents as described above, notwithstanding the commencement or
continuation of any proceeding to resolve the aforementioned dispute, if both
of the Co-Agents reasonably determines, in good faith, that such termination is
necessary or advisable to protect the Secured Parties’ interests hereunder. 


                    (c)
Subcontracts. So long as Quest Diagnostics (or any of its existing or
hereafter arising Affiliates approved by the Co-Agents at the request of Quest
Diagnostics or the Borrower subject to satisfaction of the Rating Agency
Condition) is acting as the Servicer, it may subcontract with any other
Originator or other direct or indirect Subsidiary of Quest Diagnostics, for servicing, administering or collecting
all or any portion of the Receivables, provided, however, that no such subcontract
shall relieve Quest Diagnostics (or such approved affiliated substitute
Servicer, if such approval is not conditioned upon Quest Diagnostics’ issuance
of a performance guaranty with respect to such affiliated substitute Servicer)
of its primary liability for performance of its duties as Servicer pursuant to
the terms hereof and any such sub-servicing arrangement may be terminated at
the request of any of the Agents at any time after a Successor Notice has been
given. In addition to the foregoing, with the prior written consent of the
Co-Agents (which consent shall not be unreasonably withheld or delayed), any
Servicer may subcontract with other Persons for servicing, administering or
collecting all or any portion of the Receivables, provided, however, that no such
subcontract shall relieve such Servicer of its primary liability for
performance of its duties as Servicer pursuant to the terms hereof and any such
sub-servicing arrangement may be terminated at the request of any of the Agents
at any time that the Co-Agents reasonably determine that such sub-servicer is
not performing adequately. 


                    (d)
Expense Indemnity after a Servicer Transfer Event. In addition to, and
not in lieu of the Servicer’s Fee, if Quest Diagnostics or one of its
Affiliates is replaced as Servicer following a Servicer Transfer Event, the
Borrower shall reimburse the Servicer within 10 Business Days after receipt of
a written invoice, any and all reasonable costs and expenses of the Servicer
incurred in connection with its servicing of the Receivables for the benefit of
the Secured Parties. 


33






          Section
8.2 Duties of Servicer. 


                    (a)
Appointment; Duties in General. Each of the Borrower, the Lenders and
the Agents hereby appoints as its agent, the Servicer, as from time to time
designated pursuant to Section 8.1, to enforce its rights and interests in and
under the Collateral. The Servicer shall take or cause to be taken all such
actions as may be necessary or advisable to collect each Receivable from time
to time, all in accordance with applicable laws, rules and regulations, with
reasonable care and diligence, and in accordance with the Credit and Collection
Policy. 


                    (b)
Segregation of Collections. The Servicer shall not be required (unless
otherwise requested by any of the Agents) to segregate the funds constituting
Collections prior to the remittance thereof in accordance with Article III. If
instructed by any of the Agents, the Servicer shall segregate Collections and
deposit them into the Collateral Account not later than the first Business Day
following receipt by the Servicer of such Collections in immediately available
funds. 


                    (c)
Modification of Receivables. Quest Diagnostics, while it is the
Servicer, may, in accordance with the Credit and Collection Policy, so long as
no Event of Default shall have occurred and be continuing, extend the maturity
or adjust the Unpaid Net Balance of any Receivable as Quest Diagnostics may
reasonably determine to be appropriate to maximize Collections of the
Receivables taken as a whole in a manner consistent with the Credit and
Collection Policy (although no such extension or adjustment shall alter the
status of such Receivable as a Defaulted Receivable or a Delinquent Receivable
or, in the case of an adjustment, limit the rights of the Agents or the Lenders
under Section 3.4). 


                    (d)
Contracts and Records. Each Loan Party shall deliver to the Servicer,
and the Servicer shall, or shall direct the Originators as sub-servicers to,
hold in trust for the Borrower and the Secured Parties, all Contracts and
Records. 


                    (e)
Certain Duties to the Borrower. The Servicer shall, as soon as
practicable following receipt, turn over to the Borrower (i) that portion of
the Collections which are not required to be turned over to each of the
Co-Agents, less the Servicer’s Fee and all reasonable and appropriate
out-of-pocket costs and expenses of the Servicer of servicing, collecting and
administering the Receivables to the extent not covered by the Servicer’s Fee
received by it, and (ii) the Collections of any receivable which is not a
Receivable. The Servicer, if other than Quest Diagnostics or any other Loan
Party or Affiliate thereof, shall, as soon as practicable upon demand, deliver
to the Borrower all Contracts and other Records in its possession that evidence
or relate to receivables of the Borrower other than Receivables, and copies of
all Contracts and other Records in its possession that evidence or relate to
Receivables, Obligors or Related Assets. 


                    (f)
Termination. The Servicer’s authorization under this Agreement shall
terminate upon the Final Payout Date. 


                    (g)
Power of Attorney. The Borrower hereby grants to the Servicer an
irrevocable power of attorney, with full power of substitution, coupled with an
interest, to take in the name of the Borrower all steps which are necessary or
advisable to endorse, negotiate or otherwise 


34





realize on any
writing or other right of any kind held or transmitted by the Borrower or
transmitted or received by Lender in connection with any Receivable. This power
of attorney shall automatically terminate as to any Servicer replaced in
accordance with Section 8.1(b) and shall automatically transfer to its
successor. 


          Section
8.3 Rights of the Agents. 


                    (a)
Notice to Obligors. At any time when an Event of Default has occurred
and is continuing, any of the Agents may notify the Obligors of Receivables, or
any of them, of the Borrower’s ownership of the Receivables, and the Administrative
Agent’s security interest, for the benefit of the Secured Parties, in the
Collateral. 


                    (b)
Notice to Collection Banks. At any time, the Administrative Agent is
hereby authorized to give notice to the Collection Banks, as provided in the
Collection Account Agreements, of the transfer to the Administrative Agent of
dominion and control over the Lockboxes and the Collection Accounts, and the
Administrative Agent hereby agrees to give such notice upon request of either
of the Co-Agents. The Borrower and the Servicer hereby transfer to the
Administrative Agent, effective when the Administrative Agent shall give notice
to the Collection Banks as provided in the Collection Account Agreements, the
exclusive dominion and control over the Lockboxes and the Collection Accounts,
and shall take any further action that the Administrative Agent may reasonably
request to effect such transfer. 


                    (c)
Rights on Servicer Transfer Event. At any time following the designation
of a Servicer other than Quest Diagnostics (or one of its approved Affiliates)
pursuant to Section 8.1: 


                    (i)
Any of the Agents may direct the Obligors of Receivables, or any of them, to
pay all amounts payable under any Receivable directly to the Administrative
Agent or its designee. 


                    (ii)
Any Loan Party shall, at any Agent’s request and at such Loan Party’s expense,
give notice of the Administrative Agent’s security interest in the Collateral
to each Obligor of Receivables and direct that payments be made directly to the
Administrative Agent or its designee. 


                    (iii)
Each Loan Party shall, at any Agent’s request: (A) assemble and make available
all of the Contracts and Records which are necessary or reasonably desirable to
collect the Collateral, and make the same available to the successor Servicer
at such place or places as the Administrative Agent may reasonably request, and
(B) segregate all cash, checks and other instruments received by it from time
to time constituting Collections in a manner acceptable to the Agents and
promptly upon receipt, remit all such cash, checks and instruments, duly
endorsed or with duly executed instruments of transfer, to the successor
Servicer. 


                    (iv)
Each of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the
Administrative Agent and grants to the Administrative Agent an irrevocable
power of attorney (which shall terminate on the Final Payout Date), to take any
and all steps in such Person’s name and on behalf of such Person which are
necessary or desirable, in the determination of the Administrative Agent, to
collect all amounts due under any and all Receivables, including, without
limitation, endorsing any Loan Party’s name on checks and other 


35





instruments
representing Collections and enforcing such Receivables and the related
Contracts and Invoices. 


          Section
8.4 Responsibilities of Loan Parties. Anything herein to the contrary
notwithstanding: 


                    (a)
Contracts. Each Originator shall remain responsible for performing all
of its obligations (if any) under each Contract to the same extent as if no
ownership interest or security interests had been conveyed under the
Transactions Documents, and the exercise by the Administrative Agent or its
designee of its rights and remedies hereunder shall not relieve such Originator
from such obligations. 


                    (b)
Limitation of Liability. The Secured Parties shall not have any
obligation or liability with respect to any Receivables, Invoices or Contracts,
nor shall any of them be obligated to perform any of the obligations of any
Loan Party or any Originator thereunder. 


          Section
8.5 Further Action Evidencing the Security Interest. Each Loan Party
agrees that from time to time, at its expense, it will promptly execute (if
legally required) and deliver all further instruments and documents, and take
all further action that the Administrative Agent or its designee may reasonably
request in order to perfect, protect or more fully evidence the Administrative
Agent’s security interest, on behalf of the Secured Parties, in the Collateral,
or to enable the Administrative Agent or its designee to exercise or enforce
any of the Secured Parties’ respective rights hereunder or under any
Transaction Document in respect thereof. In furtherance of the foregoing, to
the maximum extent permitted by applicable law, each Loan Party (i) authorizes
the Agent to execute any such agreements, instruments or other documents in
such Loan Party’s name and to file such agreements, instruments or other
documents in any appropriate filing office, (ii) authorizes the Administrative
Agent to file any financing statement required hereunder or under any other
Loan Document, and any continuation statement or amendment with respect
thereto, in any appropriate filing office without the signature of such Loan
Party (including, without limitation, in the case of the Borrower, any such
financing statements that indicate the Collateral as “all assets” or words of
similar import), and (iii) ratifies the filing of any financing statement, and
any continuation statement or amendment with respect thereto, filed without the
signature of such Loan Party prior to the date hereof; provided that the
Administrative Agent shall provide prompt written notice to such Loan Party
after filing any such record without the signature of such Loan Party. 


          Section
8.6 Application of Collections. Except as otherwise specified by such
Obligor or required by the underlying Contract or law, any payment by an
Obligor in respect of any indebtedness owed by it to an Originator or to the
Borrower shall be applied first,
as a Collection of any Receivable or Receivables then outstanding of such
Obligor in the order of the age of such Receivables, starting with the oldest
of such Receivables (unless another reasonable basis for allocation of such
payments to the Receivables of such Obligor exists), and second, to any other indebtedness of such
Obligor. 


36





ARTICLE IX.

SECURITY INTEREST


          Section
9.1 Grant of Security Interest. To secure the due and punctual payment
of the Obligations, whether now or hereafter existing, due or to become due,
direct or indirect, or absolute or contingent, including, without limitation,
all Indemnified Amounts, in each case pro rata according to the respective
amounts thereof, the Borrower hereby pledges to the Administrative Agent, for
the benefit of the Secured Parties, and hereby grants to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in, all of
the Borrower’s right, title and interest now or hereafter existing in, to and
under (a) all the Receivables and Related Assets, (b) the Sale Agreement, (c)
the rights to demand and receive payment of the Demand Advances, and (d) all
proceeds of any of the foregoing (collectively, the “Collateral”). 


          Section
9.2 Termination after Final Payout Date. Each of the Secured Parties
hereby authorizes the Administrative Agent, and the Administrative Agent hereby
agrees, promptly after the Final Payout Date to execute and deliver to the
Borrower such UCC-3 termination statements as may be necessary to terminate the
Administrative Agent’s security interest in and Lien upon the Collateral, all
at the Borrower’s expense. Upon the Final Payout Date, all right, title and
interest of the Administrative Agent and the other Secured Parties in and to
the Collateral shall terminate. 


          Section
9.3 Limitation on Rights to Collateral Proceeds. Nothing in this
Agreement shall entitle the Secured Parties to receive or retain proceeds of
the Collateral in excess of the aggregate amount of the Obligations owing to
such Secured Party (or to any Indemnified Party claiming through such Secured
Party). 


ARTICLE X.

EVENTS OF DEFAULT


          Section
10.1 Events of Default. The occurrence of any of the following events
shall constitute an “Event
of Default” hereunder: 


	
  

 	
  

 
	
  

 	
           (a)
 The Servicer or the Borrower shall fail to make (i) when and as required to be
 made by it herein, any payment, prepayment or deposit of any amount of
 principal of any Loan, or (ii) within three (3) days after the same becomes
 due, any payment of any amount of interest, fees or other Obligations payable
 hereunder or under any other Transaction Document; provided that any
 interest, fees or other amounts which are not paid on the due date shall bear
 interest at the Default Rate after such due date. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Any representation or warranty made or deemed to be made by any Loan Party
 (or any of its officers) under this Agreement or any other Transaction
 Document or in any Monthly Report, Weekly Report, computation of Cash
 Collateral Payment or other information or report delivered pursuant hereto
 shall prove to have been false or incorrect in any material adverse respect
 when made, provided
 that the materiality threshold in this subsection shall not be
 applicable with respect to any representation or warranty which itself
 contains a materiality threshold. 

 


37









	
  

 	
  

 
	
  

 	
           
 (c) Any Loan Party fails to perform or observe any other term or covenant
 contained in this Agreement or any other Transaction Document, and such
 default shall continue unremedied for a period of 5 days (in the case of
 nonperformance or nonobservance by the Servicer) or 10 days (in the case of
 nonperformance or nonobservance by the Borrower) after the earlier to occur
 of (i) the date upon which written notice thereof is given to such Loan Party
 by the Administrative Agent and (ii) the date the applicable Loan Party
 becomes aware thereof. 

 
	
  

 	
  

 
	
  

 	
           (d)
 (i)The Borrower shall (A) fail to pay any principal or interest, regardless
 of amount, due in respect of any Indebtedness of which the aggregate unpaid
 principal amount is in excess of $11,600, when and as the same shall become
 due and payable (after expiration of any applicable grace period) or (B) fail
 to observe or perform any other term, covenant, condition or agreement (after
 expiration of any applicable grace period) contained in any agreement or instrument
 evidencing or governing any such Indebtedness if the effect of any failure
 referred to in this clause (B) is to cause, or permit the holder or holders
 of such Indebtedness or a trustee on its or their behalf (with or without the
 giving of notice, the lapse of time or both) to cause, such Indebtedness to
 become due prior to its stated maturity; or (ii)any of the Originators (A) shall fail
 to pay any principal or interest, regardless of amount, due in respect of any
 Indebtedness of which the aggregate unpaid principal amount is in excess of
 $100,000,000 (or such other amount as may be set forth in the comparable
 provision of the Credit Agreement), when and as the same shall become
 due and payable (after expiration of any applicable grace period) or (B) shall
 fail to observe or perform any other term, covenant, condition or agreement
 (after expiration of any applicable grace period) contained in any agreement
 or instrument evidencing or governing any Indebtedness in excess of
 $100,000,000 (or such other amount as may be set forth in the comparable
 provision of the Credit Agreement), in
 aggregate principal amount of the Originators if, as a result of such
 failure, the holder or holders of the Indebtedness outstanding thereunder (or
 an agent or a trustee on their behalf) cause the holder or holders of such
 Indebtedness or an agent or a trustee on its or their behalf to cause such
 Indebtedness to become due prior to its stated maturity. 

 
	
  

 	
  

 
	
  

 	
           (e)
 An Event of Bankruptcy shall have occurred and remain continuing with respect
 to the Borrower or the Servicer. 

 
	
  

 	
  

 
	
  

 	
           (f)
 The three-calendar month rolling average Dilution Ratio at any Cut-Off Date
 exceeds 6.00%. 

 
	
  

 	
  

 
	
  

 	
           (g)
 The three-calendar month rolling average Default Trigger Ratio at any Cut-Off
 Date exceeds 15.40%. 

 
	
  

 	
  

 
	
  

 	
           (h)
 The three-calendar month rolling average Delinquency Ratio at any Cut-Off
 Date exceeds 9.00%. 

 
	
  

 	
  

 
	
  

 	
           (i)
 The occurrence of any Missing Information Trigger Event. 

 
	
  

 	
  

 
	
  

 	
           (j)
 The three-calendar month rolling average Collections Ratio at any Cut-Off
 Date is less than 32.00%. 

 






38





 


	
  

 	
  

 
	
  

 	
           (k)
 On any Settlement Date, after giving effect to the payments made under
 Article II or Article III, the aggregate outstanding principal balances of
 the Advances exceed the Allocation Limit. 

 
	
  

 	
  

 
	
  

 	
           (l)
 A Change in Control shall occur. 

 
	
  

 	
  

 
	
  

 	
           (m)
 The Internal Revenue Service shall file notice of a lien pursuant to Section
 6323 of the Internal Revenue Code with regard to any of the Receivables or
 Related Assets and such lien shall not have been released within seven (7)
 days, or the PBGC shall, or shall indicate its intention to, file notice of a
 lien pursuant to Section 4068 of ERISA with regard to any of the Receivables
 or Related Assets. 

 
	
  

 	
  

 
	
  

 	
           (n)
 The Administrative Agent, on behalf of the Secured Parties, for any reason,
 does not have a valid, perfected first priority security interest in the
 Receivables and the Related Assets. 

 
	
  

 	
  

 
	
  

 	
           (o)
 (i)A final judgment or judgments for the payment of money in excess of
 $11,600 in the aggregate (exclusive of judgment amounts to the extent covered
 by insurance or indemnity payments) shall be rendered by one or more courts,
 administrative tribunals or other bodies having jurisdiction against the
 Borrower and the same shall not be discharged (or provision which results in
 a stay of execution shall not be made for such discharge), vacated or bonded
 pending appeal, or a stay of execution thereof shall not be procured, within
 60 days from the date of entry thereof and the Borrower shall not, within
 said period of 60 days, or such longer period during which execution of the
 same shall have been stayed, appeal therefrom and cause the execution thereof
 to be stayed during such appeal; or (ii) a final judgment or judgments for
 the payment of money in excess of $100,000,000 (or such other amount as may
 be set forth in the comparable provision of the Credit Agreement) in the aggregate (exclusive of
 judgment amounts to the extent covered by insurance or indemnity payments)
 shall be rendered by one or more courts, administrative tribunals or other
 bodies having jurisdiction against any Originator and the same shall not be
 discharged (or provision which results in a stay of execution shall not be
 made for such discharge), vacated or bonded pending appeal, or a stay of
 execution thereof shall not be procured, within 60 days from the date of
 entry thereof and such Originator shall not, within said period of 60 days,
 or such longer period during which execution of the same shall have been
 stayed, appeal therefrom and cause the execution thereof to be stayed during
 such appeal. 

 
	
  

 	
  

 
	
  

 	
           (p)
 An ERISA Event or noncompliance with respect to Foreign Plans shall have
 occurred that when taken together with all other ERISA Events and
 noncompliance with respect to Foreign Plans that have occurred, is reasonably
 likely to result in liability of any Originator or Loan Party in an aggregate
 amount exceeding $100,000,000 (or such other amount as may be set forth in
 the comparable provision of the Credit Agreement). 

 
	
  

 	
  

 
	
  

 	
           (q)
 Quest Diagnostics shall fail to comply with any of the financial covenants
 set forth in Sections 7.2(a) and (b) (or analogous successor provisions) of
 the Credit Agreement. 

 


39









	
  

 	
  

 
	
  

 	
           (r)
 The occurrence of the Sale Termination Date under and as defined in the Sale
 Agreement. 

 
	
  

 	
  

 
	
  

 	
           (s)
 Any other event occurs that (i) could reasonably be expected to have a
 Material Adverse Effect of the type described in clause (d) of the definition
 thereof, or (ii) has had a Material Adverse Effect of the type described in
 any clause of the definition thereof. 

 



          Section
10.2 Remedies. 


                    (a)
Optional Acceleration. Upon the occurrence of an Event of Default (other
than an Event of Default described in Section 10.1(e) with respect to the
Borrower), the Administrative Agent may by notice to the Borrower, declare the
Termination Date to have occurred and the Obligations to be immediately due and
payable, whereupon the Aggregate Commitment shall terminate and all Obligations
shall become immediately due and payable. 


                    (b)
Automatic Acceleration. Upon the occurrence of an Event of Default
described in Section 10.1(e) with respect to the Borrower, the Termination Date
shall automatically occur and the Obligations shall be immediately due and
payable. 


                    (c)
Additional Remedies. Upon the Termination Date pursuant to this Section
10.2, the Aggregate Commitment will terminate, no Loans or Advances thereafter
will be made, and the Administrative Agent, on behalf of the Secured Parties,
shall have, in addition to all other rights and remedies under this Agreement
or otherwise, all other rights and remedies provided to a secured party upon
default under the UCC of each applicable jurisdiction and other applicable
laws, which rights shall be cumulative. 


ARTICLE XI.

THE AGENTS


          Section
11.1 Appointment.


	
  

 	
  

 
	
  

 	
           (a)
 Each member of the VFCC Group hereby irrevocably designates and appoints
 Wachovia Bank, National Association as VFCC Agent hereunder and under the
 other Transaction Documents to which the VFCC Agent is a party, and
 authorizes the VFCC Agent to take such action on its behalf under the
 provisions of the Transaction Documents and to exercise such powers and
 perform such duties as are expressly delegated to the VFCC Agent by the terms
 of the Transaction Documents, together with such other powers as are
 reasonably incidental thereto. Each member of the Gotham Group hereby
 irrevocably designates and appoints BTMU as Gotham Agent hereunder and under
 the other Transaction Documents to which the Gotham Agent is a party, and
 authorizes the Gotham Agent to take such action on its behalf under the
 provisions of the Transaction Documents and to exercise such powers and
 perform such duties as are expressly delegated to the Gotham Agent by the
 terms of the Transaction Documents, together with such other powers as are
 reasonably incidental thereto. Each of the Lenders and the Co-Agents hereby
 irrevocably designates and appoints The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
 New York Branch as Administrative Agent hereunder and under the Transaction
 Documents to which the Administrative Agent is a party, and authorizes 

 


40









	
  

 	
  

 
	
  

 	
 the
 Administrative Agent to take such action on its behalf under the provisions
 of the Transaction Documents and to exercise such powers and perform such
 duties as are expressly delegated to the Administrative Agent by the terms of
 the Transaction Documents, together with such other powers as are reasonably
 incidental thereto. Notwithstanding any provision to the contrary elsewhere
 in this Agreement, none of the Agents shall have any duties or
 responsibilities, except those expressly set forth in the Transaction Documents
 to which it is a party, or any fiduciary relationship with any Lender, and no
 implied covenants, functions, responsibilities, duties, obligations or
 liabilities on the part of such Agent shall be read into any Transaction
 Document or otherwise exist against such Agent. 

 
	
  

 	
  

 
	
  

 	
           (b)
 The provisions of this Article XI are solely for the benefit of the Agents
 and the Lenders, and neither of the Loan Parties shall have any rights as a
 third-party beneficiary or otherwise under any of the provisions of this
 Article XI, except that this Article XI shall not affect any obligations
 which any of the Agents or Lenders may have to either of the Loan Parties
 under the other provisions of this Agreement. 

 
	
  

 	
  

 
	
  

 	
           (c)
 In performing its functions and duties hereunder, (i) the VFCC Agent shall
 act solely as the agent of the members of the VFCC Group and does not assume
 nor shall be deemed to have assumed any obligation or relationship of trust
 or agency with or for either of the Loan Parties or any of their respective
 successors and assigns, (ii) the Gotham Agent shall act solely as the agent
 of the members of the Gotham Group and does not assume nor shall be deemed to
 have assumed any obligation or relationship of trust or agency with or for
 either of the Loan Parties or any of their respective successors and assigns,
 and (iii) the Administrative Agent shall act solely as the agent of the
 Secured Parties and does not assume nor shall be deemed to have assumed any
 obligation or relationship of trust or agency with or for either of the Loan
 Parties or any of their respective successors and assigns. 

 



          Section
11.2 Delegation of Duties. Each Agent may execute any of its duties
under the applicable Transaction Documents by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. No Agent shall be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care except for
agents and attorneys-in fact to which any Agent delegates all or substantially
all of its duties as an Agent which are not approved by S&P, Moody’s and,
so long as applicable, Fitch. No Agent shall be responsible for the negligence
or misconduct of agents or attorneys-in-fact selected by it with reasonable
care for due diligence and audit matters and attorneys selected with reasonable
care for legal matters. 


          Section
11.3 Exculpatory Provisions. None of the Agents nor any of its
directors, officers, agents or employees shall be (i) liable for any action
lawfully taken or omitted to be taken by it or them or any Person described in
Section 11.2 under or in connection with this Agreement (except for its, their
or such Person’s own bad faith, gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Lenders or other Agents for any
recitals, statements, representations or warranties made by the Borrower
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received under or in connection
with, this Agreement or for the value, validity, 


41





 effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other document furnished in connection
herewith, or for any failure of either of the Loan Parties to perform its
respective obligations hereunder, or for the satisfaction of any condition
specified in Article V, except receipt of items required to be delivered to
such Agent. None of the Agents shall be under any obligation to any other Agent
or any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements or covenants contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Loan Parties.
This Section 11.3 is intended solely to govern the relationship between the
Agents, on the one hand, and the Lenders and their respective Liquidity Banks,
on the other. 


          Section
11.4 Reliance by Agents. 


	
  

 	
  

 
	
  

 	
           (a)
 Each of the Agents shall in all cases be entitled to rely, and shall be fully
 protected in relying, upon any note, writing, resolution, notice, consent,
 certificate, affidavit, letter, telegram, telecopy or telex message,
 statement, order 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,
 without limitation, counsel to the Loan Parties), independent accountants and
 other experts selected by such Agent. Each of the Agents shall in all cases
 be fully justified in failing or refusing to take any action under this
 Agreement or any other document furnished in connection herewith unless it
 shall first receive such advice or concurrence of such of its Lenders and
 Liquidity Banks, as it shall determine to be appropriate under the relevant
 circumstances, or it shall first be indemnified to its satisfaction by its
 Constituent Liquidity Banks against any and all liability, cost and expense
 which may be incurred by it by reason of taking or continuing to take any
 such action. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Any action taken by any of the Agents in accordance with Section 11.4(a)
 shall be binding upon all of the Agents and the Lenders. 

 



          Section
11.5 Notice of Events of Default. None of the Agents shall be deemed to
have knowledge or notice of the occurrence of any Event of Default or Unmatured
Default unless such Agent has received notice from another Agent, a Lender or a
Loan Party referring to this Agreement, stating that an Event of Default or
Unmatured Default has occurred hereunder and describing such Event of Default
or Unmatured Default. In the event that any of the Agents receives such a
notice, it shall promptly give notice thereof to the Lenders and the other
Agents. The Administrative Agent shall take such action with respect to such
Event of Default or Unmatured Default as shall be directed by either of the
Co-Agents provided that
the Administrative Agent is indemnified to its satisfaction by such Co-Agent
and its Constituent Liquidity Banks against any and all liability, cost and
expense which may be incurred by it by reason of taking any such action. 


          Section
11.6 Non-Reliance on Other Agents and Lenders. Each of the Lenders
expressly acknowledges that none of the Agents, nor any of the Agents’
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
any of the Agents hereafter taken, including, without limitation, any review of
the affairs of the Loan Parties, shall be deemed to constitute any 


42





representation
or warranty by such Agent. Each of the Lenders also represents and warrants to
the Agents and the other Lenders that it has, independently and without
reliance upon any such Person (or any of their Affiliates) and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of the Loan Parties and
made its own decision to enter into this Agreement. Each of the Lenders also
represents that it will, independently and without reliance upon the Agents or
any other Liquidity Bank or 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
Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, prospects, financial and other
condition and creditworthiness of the Loan Parties. The Agents, the Lenders and
their respective Affiliates, shall have no duty or responsibility to provide
any party to this Agreement with any credit or other information concerning the
business, operations, property, prospects, financial and other condition or
creditworthiness of the Loan Parties which may come into the possession of such
Person or any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates, except that each of the Agents shall promptly
distribute to the other Agents and the Lenders, copies of financial and other
information expressly provided to it by either of the Loan Parties pursuant to
this Agreement. 


          Section
11.7 Indemnification of Agents. Each Liquidity Bank agrees to indemnify
(a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the
officers, directors, employees, representatives and agents of each of the
foregoing (to the extent not reimbursed by the Loan Parties and without
limiting the obligation of the Loan Parties to do so), ratably in accordance
with their respective Loans, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel for such Co-Agent,
the Administrative Agent or such Person in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
such Co-Agent or the Administrative Agent or such Person shall be designated a
party thereto) that may at any time be imposed on, incurred by or asserted
against such Co-Agent, the Administrative Agent or such Person as a result of,
or arising out of, or in any way related to or by reason of, any of the
transactions contemplated hereunder or the execution, delivery or performance
of this Agreement or any other document furnished in connection herewith (but
excluding any such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the bad faith, gross negligence or willful misconduct of such Co-Agent,
the Administrative Agent or such Person as finally determined by a court of
competent jurisdiction). 


          Section
11.8 Agents in their Individual Capacities. Each of the Agents in its
individual capacity and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Loan Parties and their
Affiliates as though such Agent were not an Agent hereunder. With respect to
its Loans, if any, pursuant to this Agreement, each of the Agents shall have
the same rights and powers under this Agreement as any Lender and may exercise
the same as though it were not an Agent, and the terms “Lender” and “Lenders”
shall include each of the Agents in their individual capacities. 


43






          Section
11.9 [Reserved]. 


          Section
11.10 Conflict Waivers. 


	
  

 	
  

 
	
  

 	
           (a)
 Wachovia acts, or may in the future act: (i) as administrative agent for
 VFCC, (ii) as issuing and paying agent for VFCC’s Commercial Paper Notes,
 (iii) to provide credit or liquidity enhancement for the timely payment for
 VFCC’s Commercial Paper Notes and (iv) to provide other services from time to
 time for VFCC (collectively, the “Wachovia Roles”). Without limiting the
 generality of Sections 11.1 and 11.8, each of the Administrative Agent and
 the Lenders hereby acknowledges and consents to any and all Wachovia Roles
 and agrees that in connection with any Wachovia Role, Wachovia may take, or
 refrain from taking, any action which it, in its discretion, deems
 appropriate, including, without limitation, in its role as administrative
 agent for VFCC, the giving of notice to the Liquidity Banks of a mandatory
 purchase pursuant to the VFCC Liquidity Agreement, and hereby acknowledges
 that neither Wachovia nor any of its Affiliates has any fiduciary duties
 hereunder to any Lender (other than VFCC) arising out of any of the Wachovia
 Roles. 

 
	
  

 	
  

 
	
  

 	
           (b)
 BTMU acts, or may in the future act: (i) as administrator of Gotham, (ii) to
 provide credit or liquidity enhancement for the timely payment for Gotham’s
 Commercial Paper and (iii) to provide other services from time to time for
 Gotham (collectively, the “BTMU Roles”). Without limiting the generality of
 Sections 11.1 and 11.8, each of the Agents and the Lenders hereby
 acknowledges and consents to any and all BTMU Roles and agrees that in
 connection with any BTMU Role, BTMU may take, or refrain from taking, any
 action which it, in its discretion, deems appropriate, , including, without
 limitation, in its role as administrator of Gotham, the giving of notice to
 the Gotham Liquidity Banks of a
 mandatory purchase pursuant to the Gotham Liquidity Agreement, and hereby
 acknowledges that neither BTMU nor any of its Affiliates has any fiduciary
 duties hereunder to any Lender (other than Gotham) arising out of any of the
 BTMU Roles. 

 



          Section
11.11 UCC Filings. Each of the Secured Parties hereby expressly
recognizes and agrees that the Administrative Agent may be listed as the
assignee or secured party of record on the various UCC filings required to be
made under the Transaction Documents in order to perfect their respective
interests in the Collateral, that such listing shall be for administrative
convenience only in creating a record or nominee holder to take certain actions
hereunder on behalf of the Secured Parties and that such listing will not
affect in any way the status of the Secured Parties as the true parties in
interest with respect to the Collateral. In addition, such listing shall impose
no duties on the Administrative Agent other than those expressly and
specifically undertaken in accordance with this Article XI. 


44





ARTICLE XII.

ASSIGNMENTS AND PARTICIPATIONS


          Section
12.1 Restrictions on Assignments, etc. 


	
  

 	
  

 
	
  

 	
           (a)
 No Loan Party may assign its rights, or delegate its duties hereunder or any
 interest herein without the prior written consent of each of the Agents and
 satisfaction of the Rating Agency Condition; provided, however, that the foregoing
 shall not be deemed to restrict Quest Diagnostics’ right, prior to delivery
 of a Successor Notice, to request the Agents’ consent to the appointment of
 an Affiliate as replacement Servicer (subject to satisfaction of the Rating
 Agency Condition) or to delegate all or any portion of its duties as Servicer
 to other Originators, as sub-servicers, so long as Quest Diagnostics remains
 primarily liable for the performance or non-performance of such duties. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Each of the Conduits may, at any time, assign all or any portion of any of
 its Loans, or sell participations therein, to its Constituent Liquidity Banks
 (or to its Co-Agent for the ratable benefit of its Constituent Liquidity
 Banks). 

 
	
  

 	
  

 
	
  

 	
           (c)
 In addition to, and not in limitation of, assignments and participations
 described in Section 12.1(b): 

 



                    
(i) in the event that any of the Liquidity Banks becomes a Downgraded Liquidity
Bank, such Downgraded Liquidity Bank shall give prompt written notice of its
Downgrading Event to the applicable Co-Agent and the Borrower. Within 5
Business Days after the Borrower’s receipt of such notice, the Borrower may
propose an Eligible Assignee who is willing to accept an assignment of, and to
assume, such Downgraded Liquidity Bank’s rights and obligations under this
Agreement and under the Liquidity Agreement to which it is a party. In the
event that the Borrower fails to propose such an Eligible Assignee within such
5 Business Day period, or such Eligible Assignee does not execute and deliver
assignment and assumption documents reasonably acceptable to such Downgraded
Liquidity Bank and such Co-Agent, and pays the Downgraded Liquidity Bank’s
Obligations in full, in each case, not later than 5:00 p.m. (New York City
time) on the 10th Business Day following the Borrower’s receipt of notice of
such Downgrading Event, such Co-Agent may identify an Eligible Assignee without
the Borrower’s consent, and the Downgraded Liquidity Bank shall promptly assign
its rights and obligations to the Eligible Assignee designated by such Co-Agent
against payment in full of its Obligations; 


                    (ii)
each of the Lenders may assign all or any portion of its Loans and, if
applicable, its Commitment and Liquidity Commitment, to any Eligible Assignee
with the prior written consent of (A) the Borrower and (B) such Lender’s
applicable Co-Agent, which consents shall not be unreasonably withheld or
delayed; and 


                    (iii)
each of the Lenders may, without the prior written consent of the Borrower or any
of the Agents, sell participations in all or any portion of their respective
rights and obligations in, to and under the Transaction Documents and the
Obligations in accordance with Sections 12.2 and 14.7. 


45





          Section
12.2 Rights of Assignees and Participants. 


	
  

 	
  

 
	
  

 	
            (a) Upon the
 assignment by a Lender in accordance with Section 12.1(b) or (c), the
 Eligible Assignee(s) receiving such assignment shall have all of the rights
 and obligations of such Lender with respect to the Transaction Documents and
 the Obligations (or such portion thereof as has been assigned). 

 
	
  

 	
  

 
	
  

 	
            (b) In no
 event will the sale of any participation interest in any Lender’s or any
 Eligible Assignee’s rights under the Transaction Documents or in the
 Obligations relieve the seller of such participation interest of its
 obligations, if any, hereunder or, if
 applicable, under the Liquidity Agreement to which it is a party. 

 



          Section
12.3 Terms and Evidence of Assignment. Any assignment to any Eligible
Assignee(s) pursuant to Section 1.2(c), 12.1(b) or 12.1(c) shall be upon such
terms and conditions as the assigning Lender and the applicable Co-Agent, on
the one hand, and the Eligible Assignee, on the other, may mutually agree, and
shall be evidenced by such instrument(s) or document(s) as may be satisfactory
to such Lender, the applicable Co-Agent and the Eligible Assignee(s). Any
assignment made in accordance with the terms of this Article XII shall relieve
the assigning Lender of its obligations, if any, under this Agreement (and, if
applicable, the Liquidity Agreement to which it is a party) to the extent
assigned and no Lender may assign or otherwise transfer any of its rights and
obligations hereunder except in accordance with the terms of this Article XII. 


ARTICLE XIII. 

INDEMNIFICATION


          Section
13.1 Indemnities by the Borrower. 


                    (a)
General Indemnity. Without limiting any other rights which any such
Person may have hereunder or under applicable law, the Borrower hereby agrees
to indemnify each of the Affected Parties, each of their respective Affiliates,
and all successors, transferees, participants and assigns and all officers,
directors, shareholders, controlling persons, employees and agents of any of
the foregoing (each, an “Indemnified
Party”), forthwith on demand, from and against any and all
damages, losses, claims, liabilities and reasonable related out-of-pocket costs
and expenses, including reasonable attorneys’ fees and disbursements (all of
the foregoing being collectively referred to as “Indemnified Amounts”) awarded against
or incurred by any of them arising out of or relating to the Transaction
Documents, the Obligations or the Collateral, excluding, however: (i)
Indemnified Amounts to the extent determined by a court of competent
jurisdiction to have resulted from bad faith, gross negligence or willful
misconduct on the part of such Indemnified Party or (ii) recourse (except as
otherwise specifically provided in this Agreement) for Indemnified Amounts to
the extent the same includes losses in respect of Receivables which are
uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor or the related Obligor’s refusal to
pay; provided, however, that
prior to the occurrence of an Event of Default, the Indemnified Parties shall
only be entitled to seek indemnity for the reasonable fees and disbursements of
a single law firm as special counsel to all such Indemnified Parties (and, if
required, a single law firm as local counsel to all such Indemnified Parties in
each relevant jurisdiction where the law firm acting as 


46









	
  

 	
  

 
	
 special
 counsel is not licensed to practice). Without limiting the foregoing, the
 Borrower shall indemnify each Indemnified Party for Indemnified Amounts
 arising out of or relating to:

 
	
  

 	
  

 
	
  

 	
           (A)
 the creation of any Lien on, or transfer by any Loan Party of any interest
 in, the Collateral other than as provided in the Transaction Documents; 

 
	
  

 	
  

 
	
  

 	
           (B)
 any representation or warranty made by any Originator or Loan Party (or any
 of its officers) under or in connection with any Transaction Document, any
 Monthly Report, Weekly Report, computation of Cash Collateral Payment or any
 other information or report delivered by or on behalf of any Originator or
 Loan Party pursuant thereto, which shall have been false, incorrect or
 misleading in any respect when made or deemed made or delivered, as the case
 may be; 

 
	
  

 	
  

 
	
  

 	
           (C)
 the failure by any Loan Party to comply with any applicable law, rule or
 regulation with respect to any Receivable or the related Contract and/or
 Invoice, including, without limitation, any state or local assignment of
 claims act or similar legislation prohibiting or imposing notice and
 acknowledgement requirements or other limitations or conditions on the
 assignment of a Specified Government Receivable, or the nonconformity of any
 Receivable or the related Contract and/or Invoice with any such applicable
 law, rule or regulation; 

 
	
  

 	
  

 
	
  

 	
           (D)
 the failure to vest and maintain vested in the Borrower a perfected ownership
 interest in all Collateral; or the failure to vest and maintain vested in the
 Administrative Agent, for the benefit of the Secured Parties, a valid and
 perfected first priority security interest in the Collateral, free and clear
 of any other Lien, other than a Lien arising solely as a result of an act of
 one of the Secured Parties, now or at any time thereafter; 

 
	
  

 	
  

 
	
  

 	
           (E)
 unless the Borrower has actual knowledge that the Administrative Agent has
 prepared a financing statement, amendment or similar instrument or document
 under the UCC of any applicable jurisdiction or other applicable laws with
 respect to any Collateral, the failure to deliver to the Administrative Agent
 on a timely basis any such financing statement, amendment or similar
 instrument or document or to authorize its filing on a timely basis; 

 
	
  

 	
  

 
	
  

 	
           (F)
 any dispute, claim, offset or defense (other than discharge in bankruptcy) of
 the Obligor to the payment of any Receivable (including, without limitation,
 a defense based on such Receivables or the related Contract and/or Invoice
 not being a legal, valid and binding obligation of such Obligor enforceable
 against it in accordance with its terms), or any other claim resulting from
 the sale of the services related to such Receivable or the furnishing or
 failure to furnish such services; 

 
	
  

 	
  

 
	
  

 	
           (G)
 any matter described in Section 3.4; 

 
	
  

 	
  

 
	
  

 	
           (H)
 any failure of any Loan Party, as the Borrower, the Servicer or otherwise, to
 perform its duties or obligations in accordance with the provisions of this
 Agreement or the other Transaction Documents to which it is a party;

 


47









	
  

 	
  

 
	
  

 	
           (I)
 any claim of breach by any Loan Party of any related Contract and/or Invoice
 with respect to any Receivable; 

 
	
  

 	
  

 
	
  

 	
           (J)
 any Tax (but not including Taxes upon or measured by net income or net
 profits or franchise Taxes in lieu of net income or net profits Taxes), all
 interest and penalties thereon or with respect thereto, and all out-of-pocket
 costs and expenses, including the reasonable fees and expenses of counsel in
 defending against the same, which may arise by reason of the Administrative
 Agent’s security interest in the Collateral; 

 
	
  

 	
  

 
	
  

 	
           (K)
 the commingling of Collections of Receivables at any time with other funds; 

 
	
  

 	
  

 
	
  

 	
           (L)
 any investigation, litigation or proceeding related to or arising from this
 Agreement or any other Transaction Document, the transactions contemplated
 hereby or thereby, the use of the proceeds of any Loan, the security interest
 in the Receivables and Related Assets or any other investigation, litigation
 or proceeding relating to the Borrower or any of the Originators in which any
 Indemnified Party becomes involved as a result of any of the transactions
 contemplated hereby or thereby (other than an investigation, litigation or
 proceeding (1) relating to a dispute solely amongst the Lenders (or certain
 Lenders) and the Administrative Agent or (2) excluded by Section 13.1(a)); 

 
	
  

 	
  

 
	
  

 	
           (M)
 any products or professional liability, personal injury or damage suit, or
 other similar claim arising out of or in connection with merchandise,
 insurance or services that are the subject of any Contract, Invoice or any
 Receivable; 

 
	
  

 	
  

 
	
  

 	
           (N)
 any inability to litigate any claim against any Obligor in respect of any
 Receivable as a result of such Obligor being immune from civil and commercial
 law and suit on the grounds of sovereignty or otherwise from any legal
 action, suit or proceeding; 

 
	
  

 	
  

 
	
  

 	
           (O)
 the occurrence of any Event of Default of the type described in Section
 10.1(e); 

 
	
  

 	
  

 
	
  

 	
           (P)
 any loss incurred by any of the Secured Parties as a result of the inclusion
 in the Borrowing Base of Receivables owing from any single Obligor and its
 Affiliated Obligors which causes the aggregate Unpaid Net Balance of all such
 Receivables to exceed the applicable Obligor Concentration Limit; or 

 
	
  

 	
  

 
	
  

 	
           (Q)
 failure of any Specified Government Receivables to be recorded in the
 applicable Originator’s or the Servicer’s billing and accounting systems
 solely as a Client-Billed Receivable. 

 



                    (b)
Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall
have notice of any attempt to impose or collect any Tax or governmental fee or
charge for which indemnification will be sought from any Loan Party under
Section 13.1(a)(J), such Indemnified Party shall give prompt and timely notice
of such attempt to the Borrower and the Borrower shall have the right, at its
expense, to participate in any proceedings resisting or objecting to the
imposition or collection of any such Tax, governmental fee or charge.
Indemnification 


48





hereunder
shall be in an amount necessary to make the Indemnified Party whole after
taking into account any tax consequences when actually realized by the
Indemnified Party of the payment of any of the aforesaid taxes or payments of
amounts indemnified against hereunder (including any deduction) and the receipt
of the indemnity payment provided hereunder or of any refund of any such tax
previously indemnified hereunder, including the effect of such tax, amount
indemnified against, deduction or refund on the amount of tax measured by net
income or profits which is or was payable by the Indemnified Party. For purposes
of this Agreement, an Indemnified Party shall be deemed to have “actually
realized” tax consequences to the extent that, and at such time as, the amount
of Taxes payable (including Taxes payable on an estimated basis) by such
Indemnified Party is increased above or reduced below, as the case may be, the
amount of Taxes that such Indemnified Party would be required to pay but for
receipt or accrual of the indemnity payment or the incurrence or payment of
such indemnified amount, as the case may be. 


                    (c)
Contribution. If for any reason the indemnification provided above in
this Section 13.1 (and subject to the exceptions set forth therein) is
unavailable to an Indemnified Party or is insufficient to hold an Indemnified
Party harmless, then the Borrower shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by such Indemnified Party on the one hand and the Borrower on
the other hand but also the relative fault of such Indemnified Party as well as
any other relevant equitable considerations. 


          Section
13.2 Indemnities by Servicer. Without limiting any other rights which any
Indemnified Party may have hereunder or under applicable law, the Servicer
hereby agrees to indemnify each of the Indemnified Parties forthwith on demand,
from and against any and all Indemnified Amounts awarded against or incurred by
any of them arising out of or relating to the Servicer’s performance of, or
failure to perform, any of its obligations under or in connection with any
Transaction Document, or any representation or warranty made by the Servicer
(or any of its officers) under or in connection with any Transaction Document,
any Monthly Report, Weekly Report, computation of Cash Collateral Payment or
any other information or report delivered by or on behalf of the Servicer,
which shall have been false, incorrect or misleading in any material respect
when made or deemed made or delivered, as the case may be, or the failure of
the Servicer to comply with any applicable law, rule or regulation with respect
to any Receivable or the related Contract and Invoice. Notwithstanding the
foregoing, in no event shall any Indemnified Party be awarded any Indemnified
Amounts (a) to the extent determined by a court of competent jurisdiction to
have resulted from gross negligence or willful misconduct on the part of such
Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the
same includes losses in respect of Receivables which are uncollectible on
account of the insolvency, bankruptcy or lack of creditworthiness of the
related Obligor. 


                    If
for any reason the indemnification provided above in this Section 13.2 (and
subject to the exceptions set forth therein) is unavailable to an Indemnified
Party or is insufficient to hold an Indemnified Party harmless, then the
Servicer shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect not only the relative benefits received by such
Indemnified Party on the one hand and the Servicer on the other hand but also
the relative fault of such Indemnified Party as well as any other relevant
equitable considerations. 


49





ARTICLE XIV.

MISCELLANEOUS


          Section
14.1 Amendments, Etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be in writing and signed by each of
the Loan Parties and the Co-Agents, and any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided,
however, that: 


	
  

 	
  

 
	
  

 	
           (a)
 before either of the Co-Agents enters into such an amendment or grants such a
 waiver or consent that is deemed to be material by S&P, Moody’s or, at
 any time while it is rating either Conduit’s Commercial Paper Notes, Fitch,
 the Rating Agency Condition (if applicable to such Co-Agent’s Conduit) must
 be satisfied with respect to each of such Conduits, 

 
	
  

 	
  

 
	
  

 	
           (b)
 without the prior written consent of all Liquidity Banks in a Co-Agent’s
 Group, such Co-Agent will not amend, modify or waive any provision of this
 Agreement which would (i) reduce the amount of any principal or interest that
 is payable on account of its Conduit’s Loans or delay any scheduled date for
 payment thereof; (ii) decrease the Required Reserve, decrease the spread
 included in any Interest Rate or change the Servicer’s Fee; (iii) modify this
 Section 14.1; or (iv) modify any yield protection or indemnity provision
 which expressly inures to the benefit of assignees or participants of such
 Co-Agent’s Conduit, 

 
	
  

 	
  

 
	
  

 	
           (c)
 without the prior written consent of each Agent affected thereby, no such
 amendment, waiver or consent shall amend, modify, terminate or waive any
 provision of Article XI as the same applies to any Agent, or any other
 provision hereof as the same applies to the rights or obligations of any
 Agent, in each case without the consent of such Agent, 

 
	
  

 	
  

 
	
  

 	
           (d)
 if less than all of the Co-Agents decline to approve a requested amendment
 and within 90 days after the Borrower’s request for approval of such
 amendment, and either (i) the Borrower prepays the Obligations of the
 dissenting Co-Agent’s (or Co-Agents’) Group in full or (ii) finds one or more
 Eligible Assignees to replace each such Co-Agent’s Group, then the requested
 amendment shall become effective on the effective date of such prepayment or
 assignment as to the remaining Lenders (and, if applicable, as to any
 replacement Lenders), and 

 
	
  

 	
  

 
	
  

 	
           (e)
 if less than all of the Co-Agents decline to approve a requested waiver and
 (i) the Borrower either (A) identifies one or more Eligible Assignee(s) to
 accept immediate written assignments of such Co-Agent’s Group’s Commitment(s)
 and outstanding Obligations, or (B) immediately pays all Obligations owing to
 the members of such Co-Agent’s (or Co-Agents’) Group(s) in full, and (ii) the
 Administrative Agent has not already declared the Termination Date to have
 occurred, such waiver shall become effective as to the remaining Lenders on
 the effective date of such assignment or repayment. 

 


50





          Section
14.2 Notices, Etc. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
facsimile communication) and shall be personally delivered or sent by express
mail or courier or by certified mail, postage prepaid, or by facsimile, to the
intended party at the address or facsimile number of such party set forth on
Schedule 14.2 or at such other address or facsimile number as shall be
designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective, (a) if personally delivered
or sent by express mail or courier or if sent by certified mail, when received,
and (b) if transmitted by facsimile, when sent, receipt confirmed by telephone
or electronic means. 


          Section
14.3 No Waiver; Remedies. No failure on the part of the Administrative
Agent or any of the other Secured Parties to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law. Without limiting the foregoing, each of the Administrative Agent and the
Lenders is hereby authorized by the Borrower at any time and from time to time,
to the fullest extent permitted by law, to set off and apply to payment of any
Obligations that are then due and owing any and all deposits (general or
special, time or demand provisional or final) at any time held and other
indebtedness at any time owing by such Person to or for the credit or the
account of the Borrower. 


          Section
14.4 Binding Effect; Survival. This Agreement shall be binding upon and
inure to the benefit of each the Loan Parties, the Administrative Agent, the
Lenders and their respective successors and assigns, and the provisions of
Section 4.2 and Article XIII shall inure to the benefit of the Affected Parties
and the Indemnified Parties, respectively, and their respective successors and
assigns; provided,
however, nothing in the foregoing shall be deemed to authorize
any assignment not permitted by Section 12.1. This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until the Final Payout
Date. The rights and remedies with respect to any breach of any representation
and warranty made by the Borrower pursuant to Article VI and the
indemnification and payment provisions of Article XIII and Sections 4.2, 14.5,
14.6, 14.7, 14.8, 14.14 and 14.16 shall be continuing and shall survive any
termination of this Agreement. 


          Section
14.5 Costs, Expenses and Stamp Taxes. In addition to their obligations
under the other provisions of this Agreement, the Loan Parties jointly and
severally agree to pay: 


	
  

 	
  

 
	
  

 	
           (a)
 within 30 days after receipt of a written invoice therefor: all reasonable
 out-of-pocket costs and expenses incurred by the Administrative Agent, in
 connection with (i) the negotiation, preparation, execution and delivery of
 this Agreement, the other Transaction Documents or the Liquidity Agreement
 (subject to the limitations set forth in the Fee Letters), or (ii) the
 administration of the Transaction Documents prior to an Event of Default
 including, without limitation, (A) the reasonable fees and expenses of a
 single law firm acting as counsel to the Administrative Agent and the Lenders
 incurred in connection with any of the foregoing, and (B) subject to the
 limitations set forth in the Fee Letters and in Section 7.1(c), the
 reasonable fees and expenses of independent 

 


51









	
  

 	
  

 
	
  

 	
 accountants
 incurred in connection with any review of any Loan Party’s books and records
 either prior to or after the execution and delivery hereof; 

 
	
  

 	
  

 
	
  

 	
           (b)
 within 30 days after receipt of a written invoice therefor: all reasonable
 out-of-pocket costs and expenses (including, without limitation, the
 reasonable fees and expenses of counsel and independent accountants) incurred
 by each of the Lenders, the Administrative Agent and the Liquidity Banks in
 connection with the negotiation, preparation, execution and delivery of any
 amendment or consent to, or waiver of, any provision of the Transaction
 Documents which is requested or proposed by any Loan Party (whether or not
 consummated), the administration of the Transaction Documents following an
 Event of Default (or following a waiver of or consent to any Event of
 Default), or the enforcement by any of the foregoing Persons of, or any
 actual or claimed breach of, this Agreement or any of the other Transaction
 Documents, including, without limitation, (i) the reasonable fees and
 expenses of counsel to any of such Persons incurred in connection with any of
 the foregoing or in advising such Persons as to their respective rights and
 remedies under any of the Transaction Documents in connection with any of the
 foregoing, and (ii) the reasonable fees and expenses of independent
 accountants incurred in connection with any review of any Loan Party’s books
 and records or valuation of the Receivables and Related Assets; and 

 
	
  

 	
  

 
	
  

 	
           (c)
 upon demand: all stamp and other similar or recording taxes and fees payable
 or determined to be payable in connection with the execution, delivery,
 filing and recording of this Agreement or the other Transaction Documents
 (and Loan Parties, jointly and severally agree to indemnify each Indemnified
 Party against any liabilities with respect to or resulting from any delay in
 paying or omission to pay such taxes and fees). 

 



          Section
14.6 No Proceedings. Each of the parties hereto hereby agrees that it
will not institute against the Borrower, Gotham or VFCC, or join any Person in
instituting against the Borrower, Gotham or VFCC, any insolvency proceeding
(namely, any proceeding of the type referred to in the definition of Event of
Bankruptcy) so long as any Obligations (in the case of the Borrower) or any
Commercial Paper Notes or other senior Indebtedness issued by Gotham or VFCC,
as the case may be, shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such Obligations and Commercial
Paper Notes or other senior Indebtedness shall have been outstanding. The
parties’ obligations under this Section 14.6 shall survive termination of this
Agreement. 


          Section
14.7 Confidentiality of Borrower Information. Each of the Agents and the
Lenders agrees to keep information obtained by it pursuant to the Transaction
Documents confidential in accordance with such Agent’s or Lender’s customary
practices and in accordance with applicable law and agrees that it will only
use such information in connection with the transactions contemplated hereby
and not disclose any of such information other than (a) to such Agent’s or
Lender’s employees, representatives, directors, attorneys, auditors, agents,
professional advisors, trustees or affiliates who are advised of the
confidential nature thereof it solely for the purposes of evaluating,
administering and enforcing the transactions contemplated by the Transaction
Documents and making any necessary business judgments with respect thereto, or
to any direct or indirect contractual counterparty in swap agreements or such 


52





contractual
counterparty’s professional advisor (so long as such contractual counterparty
or professional advisor to such contractual counterparty agrees to be bound by
the provision of this Section 14.7, such Agent or Lender being liable for any
breach of confidentiality by any Person described in this clause (a) and with
respect to disclosures to an Affiliate to the extent disclosed by such Agent or
Lender to such Affiliate), (b) to the extent such information presently is or
hereafter becomes available to such Agent or Lender on a non-confidential basis
from a Person not an Affiliate of such Agent or Lender not known to such Lender
to be violating a confidentiality obligation by such disclosure, (c) to the
extent disclosure is required by any Law, subpoena or judicial order or process
(provided that
notice of such requirement or order shall be promptly furnished to the
applicable Loan Party unless such notice is legally prohibited) or requested or
required by bank, securities, insurance or investment company regulations or
auditors or any administrative body or commission to whose jurisdiction such
Agent or Lender may be subject, (d) to any rating agency to the extent required
in connection with any rating to be assigned to such Lender, (e) to assignees
or participants or prospective assignees or participants who agree to be bound
by the provisions of this Section 14.7, (f) to the extent required in
connection with any litigation between any Loan Party and any Lender with
respect to the Loans or any Transaction Document, (g) to any dealer or
placement agent for such party’s Commercial Paper Notes, who (i) in the good
faith belief of such party, has a need to know such confidential information,
(ii) is informed by such party of the confidential nature of such information
and the terms of this Section 14.7 and (iii) has agreed in writing to be bound
by the provisions of this Section 14.7, (h) to any Liquidity Bank (whether or
not on the date of disclosure, such Liquidity Bank continues to be an Eligible
Assignee), or to any other actual or potential permitted assignee or
participant permitted under Section 12.1 who has agreed to be bound by the
provisions of this Section 14.7, (i) to any rating agency that maintains a
rating for such party’s Commercial Paper Notes or is considering the issuance
of such a rating, for the purposes of reviewing the credit of any Lender in
connection with such rating, (j) to any other party to this Agreement (and any
independent attorneys and auditors of such party), for the purposes
contemplated hereby, (k) to any entity that provides a surety bond or other
credit enhancement to either Conduit solely for the purpose of providing such
surety bond or other credit enhancement and not for any other purpose, (l) in
connection with the enforcement of this Agreement or any other Transaction
Document to the extent required to exercise rights against the Collateral, or
(m) with the applicable Loan Party’s prior written consent. In addition, each
of the Lenders and the Agents may disclose on a “no name” basis to any actual
or potential investor in Commercial Paper Notes information regarding the
nature of this Agreement, the basic terms hereof (including without limitation
the amount and nature of the Aggregate Commitment and the Advances), the
nature, amount and status of the Receivables, and the current and/or historical
ratios of losses to liquidations and/or outstandings with respect to the
Receivables. This Section 14.7 shall survive termination of this Agreement. 


          Section
14.8 Confidentiality of Program Information. 


                    (a)
Confidential Information. Each party hereto acknowledges that the
Conduits and the Agents regard the structure of the transactions contemplated
by this Agreement to be proprietary, and each such party agrees that: 


                    (i)
it will not disclose without the prior consent of each Conduit or each Agent
(other than to the directors, employees, auditors, counsel or affiliates
(collectively, 


53






 “representatives”)
of such party, each of whom shall be informed by such party of the confidential
nature of the Program Information (as defined below) and of the terms of this
Section 14.8): (A) any information regarding the pricing in, or copies of, the
Liquidity Agreements or the Fee Letters, or (B) any information which is
furnished by either Conduit or any Agent to such party and which is designated
by such Conduit or such Agent to such party in writing or otherwise as confidential
or not otherwise available to the general public (the information referred to
in clauses (A) and (B) is collectively referred to as the “Program Information”);
provided, however,
that such party may disclose any such Program Information (1) as may be
required by any municipal, state, federal or other regulatory body having or
claiming to have jurisdiction over such party, including, without limitation,
the SEC, (2) in order to comply with any law, order, regulation, regulatory
request or ruling applicable to such party, (3) subject to subsection (c)
below, in the event such party is legally compelled (by interrogatories,
requests for information or copies, subpoena, civil investigative demand or
similar process) to disclose any such Program Information, or (4) in financial
statements as required by GAAP; 


                    (ii)
it will use the Program Information solely for the purposes of evaluating,
administering and enforcing the transactions contemplated by the Transaction
Documents and making any necessary business judgments with respect thereto; and



                    (iii)
it will, upon demand, return (and cause each of its representatives to return)
to the applicable Co-Agent, all documents or other written material received
from either Conduit in connection with (a)(i)(B) above and all copies thereof
made by such party which contain the Program Information. 


                    (b)
Availability of Confidential Information. This Section 14.8 shall be
inoperative as to such portions of the Program Information which are or become
generally available to the public or such party on a nonconfidential basis from
a source other than the Administrative Agent or were known to such party on a
nonconfidential basis prior to its disclosure by the Administrative Agent. 


                    (c)
Legal Compulsion to Disclose. In the event that any party or anyone to
whom such party or its representatives transmits the Program Information is
requested or becomes legally compelled (by interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) to disclose any of the Program Information, such party will provide
the Administrative Agent with prompt written notice so that the Administrative
Agent may seek a protective order or other appropriate remedy and/or, if it so
chooses, agree that such party may disclose such Program Information pursuant
to such request or legal compulsion. In the event that such protective order or
other remedy is not obtained, or the Administrative Agent agrees that such
Program Information may be disclosed, such party will furnish only that portion
of the Program Information which (in such party’s good faith judgment) is
legally required to be furnished and will exercise reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Program
Information. 


                    (d)
Survival. This Section 14.8 shall survive termination of this Agreement.



54






          Section
14.9 Captions and Cross References. The various captions (including,
without limitation, the table of contents) in this Agreement are provided
solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement. Unless otherwise indicated,
references in this Agreement to any Section, Annex, Schedule or Exhibit are to
such Section of or Annex, Schedule or Exhibit to this Agreement, as the case
may be, and references in any Section, subsection, or clause to any subsection,
clause or subclause are to such subsection, clause or subclause of such
Section, subsection or clause. 


          Section
14.10 Integration. This Agreement and the other Transaction Documents
contain a final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire understanding among the parties hereto with respect to the subject
matter hereof, superseding all prior oral or written understandings. 


          Section
14.11 Governing Law. EACH TRANSACTION DOCUMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS,
TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT
THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY INTERESTS OF THE BORROWER
OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, IN ANY OF THE
COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. 


          Section
14.12 Waiver Of Jury Trial. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY
AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL NOT BE
TRIED BEFORE A JURY. 


          Section
14.13 Consent To Jurisdiction; Waiver Of Immunities. EACH PARTY HERETO
HEREBY ACKNOWLEDGES AND AGREES THAT: 


	
  

 	
  

 
	
  

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

 


55









	
  

 	
  

 
	
  

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

 



          Section
14.14 Business Associate Agreement; Health Care Data Privacy and Security
Requirements. 


                    (a)
Definitions. “HIPAA”
means the Health Insurance Portability and Accountability Act of
1996. The terms “EDI
Rule,” “Privacy Regulations” and “Security Regulations” refer to all of
the rules and regulations in effect from time to time issued pursuant to HIPAA
and applicable to (respectively) the electronic data interchange, privacy and
security of Individually Identifiable Health Information (found at Title 45,
Code of Federal Regulations (CFR) Parts 160, 162, and 164). “Business Associate”
refers to each of the Agents, the Borrower and any successor Servicer to Quest
Diagnostics appointed by the Agents pursuant to this Agreement, severally and
not jointly. All other terms used, but not otherwise defined in this Section,
shall have the same meaning as those terms defined in the Title 45 of the Code
of Federal Regulations applicable to HIPAA or any successor statute. 


                    (b)
Privacy. In accordance with the purposes of this Agreement, Quest
Diagnostics will disclose to each Business Associate, and each Business
Associate will use, disclose, and/or create Protected Health Information
(hereinafter called “PHI”)only on behalf of
Quest Diagnostics for the specific purposes set forth in this Agreement. Each
Business Associate agrees not to use or further disclose any PHI or
Individually Identifiable Health Information received from Quest Diagnostics or
created by any Business Associate other than as permitted by this Agreement or
as required by applicable law or regulations, including the Privacy Regulations
and the Security Regulations. Each Business Associate will only use or disclose
the Minimum Necessary PHI to accomplish the intended purpose of its uses or
disclosures. Each Business Associate will implement appropriate safeguards to
prevent the use or disclosure of an Individual’s PHI other than as provided for
by this Agreement or in accordance with law and shall document its safeguards. Each
Business Associate will provide access to an Individual’s PHI upon the
reasonable request of Quest Diagnostics, will make any amendments to an
Individual’s PHI as directed by Quest Diagnostics, and will maintain a record
of disclosures of PHI as required for Quest Diagnostics to make an accounting
to the Individual as required by the Privacy Regulations. Each Business
Associate will promptly report to Quest Diagnostics any use or disclosure of an
Individual’s PHI not provided for by this Agreement or any security incident
(as that term is defined in the Security Regulations) of which such Business
Associate becomes aware. In the event any Business Associate contracts with any
sub-contractors or agents and provides them with an Individual’s PHI, such Business
Associate shall include provisions in its agreements whereby the sub-contractor
or agent agrees to the same privacy and security requirements and restrictions
and conditions that apply to such Business Associate with respect to the
Individual’s PHI. Each Business Associate will, upon reasonable notice, make
its internal practices, books, and records relating to the use and disclosure
of an Individual’s PHI available to the Secretary of Health and Human Services
and to Quest 


56





Diagnostics to
the extent required for determining compliance with this Section, the Privacy
Regulations, and the Security Regulations. Notwithstanding the foregoing, no
legal privilege shall be deemed waived by any Business Associate or Quest
Diagnostics by virtue of this clause (b) of this Section. Quest Diagnostics may
terminate this Agreement without penalty or recourse if it determines that any
Business Associate has violated a material term of this Section or applicable
law that is not cured within thirty (30) calendar days after delivery of the
notice of violation to all of the Business Associates or, in lieu of
termination, Quest Diagnostics, in its sole discretion, may report the breach
to the Secretary. Upon termination of this Agreement for any reason, each
Business Associate and its sub-contractors or agents agree to return or to
destroy all PHI and retain no copies (and to certify to such actions) unless
otherwise agreed by Quest Diagnostics or such return or disclosure is not
reasonably feasible (in which case, at no additional cost to Quest Diagnostics,
each Business Associate will extend the protections of this Section to the PHI
that such Business Associate maintains and limit any further uses and
disclosures of the PHI to the purposes that make the return or destruction of
the PHI not feasible). 


                    (c)
Security. Each Business Associate shall adopt, implement and maintain
throughout the term of this Agreement security policies, procedures, and
practices, administrative, physical and technical safeguards, and security
mechanisms that reasonably and adequately protect the confidentiality,
integrity, and availability of the PHI that it creates, receives, maintains, or
transmits on behalf of Quest Diagnostics (“Business Associate Safeguards”), and each Business
Associate shall require its sub-contractors or agents to adopt Business
Associate Safeguards that are equally appropriate and adequate. Quest
Diagnostics may terminate this Agreement at any time, without penalty, if it
determines, in its sole discretion, that the Business Associate Safeguards are
unsatisfactory. 


                    (d)
EDI. If Business Associate conducts all or any portion of its business
or pays any claim in a transaction covered by the Electronic Data Interchange (“EDI”) Rule on behalf
of Quest Diagnostics, then Business Associate covenants and warrants that it
shall and shall require its agents and/or subcontractors to comply with the
requirements of the EDI Rule that are applicable to Quest Diagnostics. 


                    (e)
Benefit. This Section is not intended to create any right in or
obligations to any Person that is not a party to this Agreement, including
Individuals. 


                    (f)
Mitigation. In addition to any rights of indemnification contained in
this Agreement, each Business Associate will take commercially reasonable steps
to mitigate any harm caused by its breach of this Section and/or reimburse
Quest Diagnostics for the cost of commercially reasonable mitigation based
upon, arising out of or attributable to the acts or omissions of such Business
Associate, its employees, officers, directors, agents, or sub-contractors for
uses or disclosures in violation of this Section. 


                    (g)
Amendment. Each of the Business Associates and Quest Diagnostics agree to amend
this Section in such manner as is reasonably necessary to comply with any
amendment of (i) HIPAA or other applicable law, (ii) the Privacy Regulations,
the Security Regulations, or other applicable regulations, or (iii) any
applicable court decision or binding governmental policy. If the parties are
unable to agree on an amendment within 30 days of notice from Quest 


57





Diagnostics to
each Business Associate of the requirement to amend this Section, Quest
Diagnostics may, at its option, terminate this Agreement upon written notice to
the Business Associates. 


                    (h)
Survival. This Section and the confidentiality, privacy, security, and
other requirements established herein shall survive termination of this
Agreement. 


                    (i)
Interpretation. Any ambiguity in this Section shall be resolved in favor
of a meaning that permits Quest Diagnostics to comply with the Privacy
Regulations, the Security Regulations and the EDI Rule. 


                    (j)
Several Liability of Business Associates. No Business Associate shall
have any liability to Quest Diagnostics or any third party of any kind or
nature, whether such liability is asserted on the basis of contract, tort
(including negligence or strict liability), or otherwise, arising from the
failure of any other Business Associate to fulfill its obligations under this
Section. 


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


          Section
14.16 No Recourse Against Other Parties. The several obligations of the Lenders
under this Agreement are solely the corporate obligations of such Lender. No
recourse shall be had for the payment of any amount owing by such Lender under
this Agreement or for the payment by such Lender of any fee in respect hereof
or any other obligation or claim of or against such Lender arising out of or
based upon this Agreement, against any employee, officer, director,
incorporator or stockholder of such Lender. Each of the Borrower, the Servicer
and the Administrative Agent agrees that each of the Conduits shall be liable
for any claims that such party may have against such Conduit only to the extent
that such Conduit has excess funds and to the extent such assets are
insufficient to satisfy the obligations of such Conduit hereunder, such Conduit
shall have no liability with respect to any amount of such obligations
remaining unpaid and such unpaid amount shall not constitute a claim against
such Conduit. Any and all claims against either of the Conduits or any of the
Agents shall be subordinate to the claims against such Persons of the holders
of such Conduit’s Commercial Paper Notes and its Liquidity Banks. 


<Signature pages follow>


58






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


	
  

 	
  

 	
  

 	
  

 
	
 BORROWER:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS RECEIVABLES INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Robert F. O’Keef

 	
  

 
	
  

 	
 Title:   Vice President &
 Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 SERVICER:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Robert F. O’Keef

 	
  

 
	
  

 	
 Title:   Vice President &
 Treasurer

 	
  

 


[Signature Page to Fourth
Amended and Restated Credit and Security Agreement]


59









	
  

 	
  

 	
  

 	
  

 
	
 AGENTS:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WACHOVIA BANK, NATIONAL ASSOCIATION,

 as VFCC Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:   Elizabeth R. Wagner

 
	
  

 	
  

 	
 Title:       Managing Director

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 as Gotham Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:      Aditya Reddy

 	
  

 
	
  

 	
  

 	
 Title:     VP and Manager

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 as Administrative Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:      Aditya Reddy

 	
  

 
	
  

 	
  

 	
 Title:     VP and Manager

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 LENDERS:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VARIABLE FUNDING CAPITAL COMPANY LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BY:

 	
 WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:   Douglas R. Wilson, Sr.

 	
  

 
	
  

 	
  

 	
 Title:               Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Initial Commitment: not applicable

 	
  

 


[Signature Page to Fourth
Amended and Restated Credit and Security Agreement]


60









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WACHOVIA BANK, NATIONAL ASSOCIATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:   Elizabeth R. Wagner

 	
  

 
	
  

 	
  

 	
 Title:       Managing Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Initial Commitment: $125,000,000

 	
  

 


[Signature Page to Fourth
Amended and Restated Credit and Security Agreement]


61









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GOTHAM FUNDING CORPORATION

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:    R.
 Douglas Donaldson

 	
  

 
	
  

 	
  

 	
 Title:                Treasurer

 	
  

 
	
  

 	
  

 	
 Initial Commitment: not applicable

 


[Signature Page to Fourth
Amended and Restated Credit and Security Agreement]


62









	
  

 	
  

 	
  

 	
  

 
	
  

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

 as a Liquidity Bank

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:               J. Carlos

 	
  

 
	
  

 	
  

 	
 Title:      Authorized Signatory

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Initial Commitment: $275,000,000

 	
  

 


[Signature Page to
Fourth Amended and Restated Credit and Security Agreement]


63






ANNEX A 

DEFINITIONS


                    A. Certain Defined Terms. As used in
this Agreement: 


                    “Account” shall
have the meaning specified in Article 9 of the UCC. 


                    “Accrual Period”
means each calendar month, provided
that the initial Accrual Period hereunder means the period from
(and including) the date of the initial Loan hereunder to (and including) the
last day of the calendar month thereafter. 


                    “Ad Hoc Reserve” means
0% or such higher percentage as the Servicer and the Agents may agree upon in
writing from time to time. 


                    “Administrative Agent”
has the meaning provided in the preamble of this Agreement. 


                    “Adjusted Dilution Ratio”
means, at any time, the rolling average of the Dilution Ratio for the 12 months
then most recently ended. 


                    “Advance” means a
borrowing hereunder consisting of the aggregate amount of the several Loans
made on the same Borrowing Date. 


                    “Affected Party”
means each of the Conduits, the Liquidity Banks and the Agents. 


                    “Affiliate” means,
as to any Person, any other Person which, directly or indirectly, is in control
of, is controlled by, or is under common control with, such Person. A Person
shall be deemed to control another Person if the controlling Person possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of the other Person, whether through the ownership of
voting securities, membership interests, by contract, or otherwise. 


                    “Affiliated Obligor” in
relation to any Obligor means an Obligor that is an Affiliate of such Obligor. 


                    “Agents” means the
Administrative Agent and the Co-Agents. 


                    “Aggregate Commitment” means
the aggregate of the Commitments of the Liquidity Banks, as reduced or
increased from time to time pursuant to the terms hereof. 


                    “Agreement” means
this Fourth Amended and Restated Credit and Security Agreement, as it may be
amended or modified and in effect from time to time. 


                    “Allocation Limit”
means the sum of the VFCC Allocation Limit and the Gotham Allocation Limit. 


A-1





                    “Alternate Base Rate”
means for any day, the rate per annum
equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of
one percent (0.50%) above the Federal Funds Rate. For purposes of determining
the Alternate Base Rate for any day, changes in the Prime Rate or the Federal
Funds Rate shall be effective on the date of each such change. 


                    “Alternate Base Rate Loan”
means a Loan which bears interest at the Alternate Base Rate or the Default
Rate. 


                    “Applicable Percentage” means
(a) if a Conduit puts a Loan to its Liquidity Banks solely due to a problem
issuing Commercial Paper and not because of performance issues with the
Collateral, credit issues with the Loan Parties or the existence of an Event of
Default or Unmatured Default, the percentage representing the “margin” or
“spread” for Eurodollar or LIBOR loans specified in the Credit Agreement minus 10 basis points, and (b) at all
other times, the percentage representing the “margin” or “spread” for
Eurodollar or LIBOR loans specified in the Credit Agreement. 


                    “Approved Amendment”
means any of the following amendments and waivers, to the Credit Agreement,
howsoever evidenced: 


	
  

 	
  

 
	
  

 	
           (a)
 until such time (if any) that Quest Diagnostics’ long-term senior unsecured
 debt rating from Moody’s is raised above Ba1, and for so long as Quest
 Diagnostics’ long-term senior unsecured debt ratings remain at BBB- or higher
 from S&P and at (but not below) Ba1 from Moody’s, any amendment to or
 waiver of the Credit Agreement to which the requisite banks under the Credit
 Agreement consent, 

 
	
  

 	
  

 
	
  

 	
           (b)
 after the time (if any) that Quest Diagnostics’ long-term senior unsecured
 debt rating from Moody’s is raised to Baa3 or higher, and for so long as
 Quest Diagnostics’ long-term senior unsecured debt ratings remain at BBB- or
 higher from S&P and at Baa3 or higher from Moody’s, any amendment to or
 waiver of the Credit Agreement to which the requisite banks under the Credit
 Agreement consent, and 

 
	
  

 	
  

 
	
  

 	
           (c)
 at any time while Quest Diagnostics’ long-term senior unsecured debt rating
 from either S&P or Moody’s fails to meet the applicable minimum level set
 forth in (a) or (b) above or any such minimum rating is classified as being
 on “negative watch” or the equivalent, any amendment to or waiver of the
 Credit Agreement approved by the requisite banks under the Credit Agreement and to which either (x) each of the
 Co-Agents (acting in its capacity as such under this Agreement) gives its
 written consent on or within 30 days after receipt of a copy of the proposed
 amendment or waiver, or (y) one or two of the Co-Agents but not all of the
 Co-Agents gives its written consent on or within 30 days after receipt of a
 copy of the proposed amendment (but not waiver) and the Obligations owing
 each dissenting Co-Agent’s Group are paid in full on or within 60 days after
 such 30th day. 

 



                    “Article” means an
article of this Agreement unless another document is specifically referenced. 


A-2





                    “Authorized Officer” means
with respect to either Loan Party, any of the following, acting singly: its
chief executive officer, its president, its vice president-finance, its
treasurer or its secretary. 


                    “Borrower” has the
meaning provided in the preamble of this Agreement. 


                    “Borrowing Base”
means, on any date of determination, the Net Pool Balance as of the last day of
the period covered by the most recent Monthly Report, minus the Required Reserve as of the last
day of the period covered by the most recent Monthly Report. 


                    “Borrowing Date” means
a date on which an Advance is made hereunder. 


                    “Borrowing Request”
is defined in Section 2.1. 


                   “Broken Funding Costs”
means, for any CP Rate Loan which: (a) has its principal reduced without
compliance by the Borrower with the notice requirements hereunder or (b) is not
prepaid in the amount specified in a Prepayment Notice on the date specified
therein or (c) is assigned or otherwise transferred by the applicable Conduit
to its respective Liquidity Banks under its respective Liquidity Agreement or
terminated prior to the date on which it was originally scheduled to end or (d)
in the case of Gotham while it is not a Pool Funded Conduit, is prepaid in an
aggregate principal amount in excess of the aggregate Face Value of Gotham’s
Commercial Paper Notes issued to fund its CP Rate Loan which matures on the
date of prepayment, an amount equal to: 


	
  

 	
  

 
	
  

 	
 (i) in the
 case of any Pool Funded Conduit, the excess, if any, of (A) the CP Costs that
 would have accrued during the remainder of the applicable commercial paper
 tranche periods determined by the applicable Co-Agent to relate to such Loan
 subsequent to the date of such reduction, assignment or termination (or in
 respect of clause (b) above, the date such prepayment was designated to occur
 pursuant to the applicable Prepayment Notice) of the principal of such CP
 Rate Loan if such reduction, assignment or termination had not occurred or
 such Prepayment Notice had not been delivered, over (B) the sum of (x) to the
 extent all or a portion of such principal is allocated to another CP Rate
 Loan, the amount of CP Costs actually accrued during the remainder of such
 period on such principal for the new Loan, and (y) to the extent such
 principal is not allocated to another CP Rate Loan, the income, if any,
 actually received during the remainder of such period by the holder of such
 Loan from investing the portion of such principal not so allocated; and 

 
	
  

 	
  

 
	
  

 	
 (ii) in the
 case of Gotham when it is not acting as a Pool Funded Conduit, the excess, if
 any, of (A) the Interest at the CP Rate that would have accrued during the
 remainder of the applicable CP Tranche Periods as determined by the Gotham
 Agent to relate to such CP Rate Loan subsequent to the date of such
 reduction, assignment or termination (or in respect of clause (b) above, the
 date such prepayment was designated to occur pursuant to the applicable
 Prepayment Notice) of the principal of such CP Rate Loan if such reduction,
 assignment or termination had not occurred or such Prepayment Notice had not
 been delivered, over (B) the sum of (x) to the extent all or a portion of
 such principal is allocated to another CP Rate Loan, the amount of Interest
 at the CP Rate actually 

 


A-3









	
  

 	
  

 
	
  

 	
 accrued
 during the remainder of such period on such principal for the new Loan, and
 (y) to the extent such principal is not allocated to another CP Rate Loan,
 the income, if any, actually received during the remainder of such period by
 the holder of such Loan from investing the portion of such principal not so
 allocated. 

 



                    “BTMU” has the
meaning provided in the preamble of this Agreement. 


                    “BTMU Roles” has the
meaning set forth in Section 11.10(b). 


                    “Business Associate”
has the meaning set forth in Section 14.14. 


                    “Business Associate Safeguards” has the meaning set forth in Section
14.14. 


                    “Business Day” means
any day on which banks are not authorized or required to close in New York, New
York, Atlanta, Georgia, Chicago, Illinois or Teterboro, New Jersey, and The
Depository Trust Company of New York is open for business, and if the
applicable Business Day relates to any computation or payment to be made with
respect to the Eurodollar Rate (Reserve Adjusted), any day on which dealings in
dollar deposits are carried on in the London interbank market. 


                    “Cash Collateral Payment”
means, on any date of determination, the dollar amount resulting from the
product of (i) the arithmetic average of the dollar amount of cash collections
from the 4 immediately preceding Report Weeks and (ii) the result of dividing
(a) the then aggregate outstanding principal balance of the Advances by (b) the
aggregate Unpaid Net Balance of all Receivables, as reflected on the most
recent prior Monthly Report. 


                    “Change in Control”
means: 


	
  

 	
  

 
	
  

 	
           (a)
 the failure of Quest Diagnostics to own (directly or through one or more
 wholly-owned Subsidiaries of Quest Diagnostics) 100% of the issued and
 outstanding Equity Interests (including all Equity Rights) of the Borrower; 

 
	
  

 	
  

 
	
  

 	
           (b)
 the failure of Quest Diagnostics to own (directly or through one or more
 wholly-owned Subsidiaries of Quest Diagnostics) 100%, on a fully-diluted
 basis, of the issued and outstanding Equity Interests (including all Equity
 Rights) of each of the other Originators; provided, however, that no Change in
 Control shall be deemed to have occurred under this clause (b) if, in any
 calendar year, Quest Diagnostics ceases to beneficially own (directly or
 through one or more wholly-owned Subsidiaries of Quest Diagnostics) 100%, on
 a fully diluted basis, of the issued and outstanding Equity Interests
 (including all Equity Rights) of any Originator or Originators whose Net
 Receivables as of the last day of the prior calendar year did not represent
 more than 10% of the Net Receivables of all Originators as of the last day of
 such prior calendar year; or 

 
	
  

 	
  

 
	
  

 	
           (c)
 (i) any Person or any group shall (A) beneficially own (directly or
 indirectly) in the aggregate Equity Interests of Quest Diagnostics having 35%
 or more of the aggregate voting power of all Equity Interests of Quest
 Diagnostics at the time outstanding or (B) have the right or power to appoint
 a majority of the board of directors of Quest Diagnostics; or (ii) during any
 period of two consecutive years, individuals who 

 


A-4









	
  

 	
  

 
	
  

 	
 at the
 beginning of such period constituted the board of directors of Quest
 Diagnostics (together with any new directors whose election by such board of
 directors or whose nomination for election by the shareholders of Quest
 Diagnostics was approved by a vote of a majority of the directors of Quest
 Diagnostics then still in office who were either directors at the beginning
 of such period or whose election or nomination for election was previously so
 approved) cease for any reason to constitute at least a majority of the board
 of directors of Quest Diagnostics then in office. 

 



For purposes
of this definition, the terms “beneficially own” and “group” shall have the
respective meanings ascribed to them pursuant to Section 13(d) of the Exchange
Act, except that a Person or group shall be deemed to “beneficially own” all
securities that such Person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time. 


                    “Client-Billed Receivable” means
a Receivable booked in the “client-billed receivables” category of accounts
receivable in the billing and accounting process of the applicable Originator
owing from a physician, hospital or other institutional Obligor (including a
Governmental Authority or affiliated Obligor) which is billed monthly in
arrears for the services provided with pricing typically based on a negotiated
fee schedule. For the avoidance of doubt, no Client-Billed Receivable would be
(a) a “Government Receivable” of
the type described in clause (i), (ii) or (iii) of the definition of such term,
or (b) owing from another payor type such as an individual “self-pay” patient
or an insurance company or managed care plan. 


                    “Client-Billed Receivables for the Reserve
Computation” means, at any time, an amount
determined by multiplying the Client-Billed Receivables Percentage by Net
Receivables. 


                    “Client-Billed Receivables Percentage” means,
at any time, the percentage equal to (a) the Unpaid Net Balance of all
Client-Billed Receivables, divided by (b) the reported Unpaid Net Balance of
all Receivables, in each of the foregoing cases, determined as of the last day
of the calendar month then most recently ended. 


                    “Clinical Laboratory Services” means
clinical laboratory, anatomic pathology or other diagnostics testing services
(including, without limitation, routine and esoteric clinical laboratory
services (including genetics testing), clinical laboratory services involved
with clinical trials, point-of-care testing, clinical laboratory services
involving corporate healthcare and services involved with managing hospital
laboratories), health screening and risk assessment services, and information
services involving the provision of data or information programs, services or
products which substantially consists of laboratory or other medical data. 


                    
“Co-Agents” has
the meaning provided in the preamble of this Agreement. 


                    “Code” means the
Internal Revenue Code of 1986, as the same may be amended from time to time. 


                    “Collateral” has
the meaning set forth in Section 9.1. 


                    “Collateral Account” has
the meaning set forth in Section 7.1(i)(iv). 


A-5





                    “Collection Account” means
each concentration account, depositary account, lockbox account or similar
account into which proceeds of Receivables are deposited. 


                    “Collection Account Agreement” means
an agreement in form reasonably acceptable to the Administrative Agent and the
Borrower by and among a Collection Bank at which a Lockbox or Collection
Account is maintained, the applicable Originator (if such Lockbox or Collection
Account is in the name of an Originator), the Borrower and the Administrative
Agent (either directly or as assignee of the Borrower). 


                    “Collection Bank”
means any of the banks holding one or more Collection Accounts or Lockboxes. 


                    “Collections”
means, (a) with respect to any Receivable, all funds which either (i) are
received from or on behalf of the related Obligor in payment of any amounts
owed (including, without limitation, purchase prices, finance charges, interest
and all other charges) in respect of such Receivable, or applied to such
amounts owed by such Obligor (including, without limitation, payments that the
Borrower, any Originator or the Servicer receives from third party payors and
applies in the ordinary course of its business to amounts owed in respect of
such Receivable and net proceeds of sale or other disposition of repossessed
goods or other collateral or property of the Obligor or any other party
directly or indirectly liable for payment of such Receivable and available to
be applied thereon), or (ii) are Deemed Collections, and (b) with respect to
any Demand Advance, any payment of principal or interest in respect thereof and
any Permitted Investments and the proceeds thereof made with any such payment. 


                    “Collections Ratio”
means Collections divided by the reported Unpaid Net Balance of all Receivables
determined as of the last day of the calendar month then most recently ended. 


                    “Commercial Paper Notes” means
the commercial paper promissory notes, if any, issued by or on behalf of either
of the Conduits to fund, in whole or in part, any of its CP Rate Loans. 


                    “Commitment” means,
for each Liquidity Bank, its obligation to make Loans not exceeding the amount
set forth opposite its signature to the Agreement, as such amount may be modified
from time to time pursuant to the terms hereof. 


                    “Commitment Percentage” means,
for each Group on any date of determination, the ratio which the sum the
Commitments of the Liquidity Banks in such Group bears to the Aggregate
Commitment. 


                    “Commitment Reduction Notice”
has the meaning set forth in Section 1.6. 


                    “Conduits” means,
collectively, VFCC and Gotham. 


                    “Constituent” means
(a) as to the Gotham Agent, any member of the Gotham Group from time to time
party hereto, and (b) as to the VFCC Agent, any member of the VFCC Group from
time to time party hereto, and when used as an adjective, “Constituent” shall have a correlative
meaning. 


A-6






                    “Contract”
means, with respect to any Receivable, any requisition, purchase order,
agreement, contract or other writing with respect to the provision of services
by an Originator to an Obligor other than (i) an Invoice, and (ii) any confidential
patient information including, without limitation, test results. 


                    “Contractual
Disallowance” means an amount which represents the
amount by which a Receivable is, consistent with usage and practices in the
applicable Originator’s industry, expected to be reduced prior to payment by
the Obligor thereon. 


                    “Contractual
Obligation” means, as to any Person, any provision
of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of or other instrument, document or
agreement to which such Person is a party or by which it or any of its property
is bound. 


                    “CP
Costs” means, for each day for VFCC, the sum of
(i) discount or interest accrued on such Conduit’s Pooled Commercial Paper on
such day, plus (ii) any and all accrued commissions in respect of its placement
agents and its commercial paper dealers, and issuing and paying agent fees
incurred, in respect of such Conduit’s Pooled Commercial Paper for such day,
plus (iii) other costs associated with funding small or odd-lot amounts with
respect to all receivable purchase or financing facilities which are funded by
such Conduit’s Pooled Commercial Paper for such day, minus (iv) any accrual of
income net of expenses received by or on behalf of such Conduit on such day
from investment of collections received under all receivable purchase or
financing facilities funded substantially with such Conduit’s Pooled Commercial
Paper, minus (v) any payment received on such day net of expenses in respect of
such Conduit’s Broken Funding Costs related to the prepayment of any investment
of VFCC pursuant to the terms of any receivable purchase or financing
facilities funded substantially with its Pooled Commercial Paper. In addition
to the foregoing costs, if the Borrower (or the Servicer, on the Borrower’s
behalf) shall request any Advance during any period of time determined by the
VFCC Agent in its sole discretion to result in incrementally higher CP Costs
applicable to VFCC’s Loan included in such Advance, the principal associated
with any such Loan of VFCC shall, during such period, be deemed to be funded by
VFCC in a special pool (which may include capital associated with other
receivable purchase or financing facilities) for purposes of determining such
additional CP Costs applicable only to such special pool and charged each day
during such period against such principal. 


	
  

 	
  

 
	
  

 	
           “CP
 Rate” means: 

 
	
  

 	
  

 
	
  

 	
           (a)
 with respect to each of the Pool Funded Conduits for any CP Tranche Period,
 the per annum interest rate
 that, when applied to the outstanding principal balance of such Pool Funded
 Conduits’ CP Rate Loans for the actual number of days elapsed in such CP
 Tranche Period, would result in an amount of accrued interest equivalent to
 such Pool Funded Conduits’ CP Costs for such CP Tranche Period; and 

 
	
  

 	
  

 
	
  

 	
           (b)
 with respect to Gotham, unless it has notified the Loan Parties that it will
 be pool funding its Loans, for any CP Tranche Period and with respect to any
 Loan (or portion thereof) funded by Commercial Paper Notes issued by Gotham,
 a rate per annum calculated by
 the Gotham Agent to reflect Gotham’s cost of funding such Loan (or 

 


A-7









	
  

 	
  

 
	
  

 	
 portion
 thereof), taking into account the weighted daily average interest rate
 payable in respect of such Commercial Paper Notes during such CP Tranche
 Period (determined in the case of discount commercial paper by converting the
 discount to an interest-bearing equivalent rate per annum), applicable placement fees and commissions, and
 such other costs and expenses as the Gotham Agent in good faith deems
 appropriate. Such Commercial Paper Notes may be issued in such maturities as
 the Gotham Agent may choose in accordance with Article II hereof. Gotham’s CP
 Rate shall be determined by the Gotham Agent, in its sole discretion. 

 
	
  

 	
  

 
	
  

 	
           “CP
 Rate Loan” means a Loan made by either of the
 Conduits which bears interest at a CP Rate. 

 
	
  

 	
  

 
	
  

 	
           “CP
 Tranche Period” means: 

 
	
  

 	
  

 
	
  

 	
           (a)
 with respect to the Pool Funded Conduits, an Accrual Period, and 

 
	
  

 	
  

 
	
  

 	
           (b)
 with respect to Gotham, a period selected by the Gotham Agent pursuant to
 Section 2.2; provided,
 however, that if any such CP Tranche Period would end on a day
 which is not a Business Day, such CP Tranche Period shall end on the
 preceding Business Day. 

 



                    “Credit
Agreement” means that certain Credit Agreement
dated as of May 31, 2007 among Quest Diagnostics, as borrower, certain of its
Subsidiaries, as guarantors, the lenders from time to time party thereto, and
Bank of America, N.A., as administrative agent and issuing lender, as modified
from time to time by one or more Approved Amendments. 


                    “Credit
and Collection Policy” means those credit and collection
policies and practices of the Originators relating to Contracts and
Receivables, copies or summaries of which are attached as Exhibit C to the Sale
Agreement, as the same may be modified from time to time without violating
Section 7.3(c) of this Agreement. 


                    “Cut-Off
Date” means the last day of each calendar month. 


                    “Days
Sales Outstanding” means, as of any day, an amount
equal to the product of (x) 91, multiplied by (y) the amount obtained by
dividing (i) the reported aggregate Unpaid Net Balance of Receivables as of the
most recent Cut-Off Date, by (ii) the aggregate Net Revenues generated by the
Originators during the three
calendar months including and immediately preceding such Cut-Off Date. 


                    “Deemed
Collections” means Collections deemed received by
the Borrower under Section 3.4. 


                    “Default
Rate” means a rate per annum equal to the sum of (i) the Alternate Base Rate
plus (ii) 2.00%, changing when and as the Alternate Base Rate changes. 


                    “Default
Horizon Ratio” means, as of any Cut-Off Date, the
ratio (expressed as a decimal) computed by dividing (i) the aggregate amount of
Net Revenues generated by the 


A-8





Originators
during the five months ending on such Cut-Off Date, by (ii) the Net Pool
Balance as of such Cut-Off Date. 


                    “Default
Ratio” means, as of any Cut-Off Date, the ratio
(expressed as a percentage) computed by dividing (i) the total amount of
Receivables that became Defaulted Receivables (151-180 days past invoice)
during the month that includes such Cut-Off Date, by (ii) the aggregate amount
of Net Revenues generated by the Originators during the month occurring five
months prior to the month ending on such Cut-Off Date. 


                    “Default
Trigger Ratio” means, as of any Cut-Off Date, the
ratio (expressed as a percentage) computed by dividing (i)(a) the total amount
of receivables 151-180 days past invoice, (b) as to which the obligor thereof
has suffered an event of bankruptcy or (c) which, consistent with the
Originators’ billing systems’ procedures, should be written off as
uncollectible, by (ii) the aggregate amount of Net Revenues generated by the
Originators during the month occurring five months prior to the month ending on
such Cut-Off Date. 


                    “Defaulted
Receivable” means a Receivable: (i) as to which
the obligor thereof has suffered an event of bankruptcy; (ii) which, consistent
with the Originators’ billing systems’ procedures, should be written off as
uncollectible; or (iii) as to which any payment, or part thereof, remains
unpaid for 151 days or more from the original invoice date for such payment. 


                    “Delinquency
Ratio” means, at any time, a percentage equal to
(i) Delinquent Receivables at such time divided by (ii) the reported aggregate
Unpaid Net Balance of Receivables at such time. 


                    “Delinquent
Receivable” means a Receivable as to which any
payment, or part thereof, remains unpaid for 121-150 days from the original
invoice date for such payment. 


                    “Demand
Advance” means an advance made by the Borrower to
Quest Diagnostics on any day prior to the Termination Date which is not a
Settlement Date on which no Event of Default or Unmatured Default exists and is
continuing, which advance (a) is payable upon demand, (b) is not evidenced by
an instrument, chattel paper or a certificated security, (c) bears interest at
a market rate determined by the Borrower and the Servicer from time to time,
(d) is not subordinated to any other Indebtedness or obligation of Quest
Diagnostics, and (e) may not be offset by Quest Diagnostics against amounts due
and owing from the Borrower to Quest Diagnostics under its Subordinated Note. 


                    “Dilution”
means, total Net Revenues multiplied by the three month average calculated
quarterly of (i) (a) for Originators on the QBS an amount equal to the dollar
amount of adjustments measured by QBS adjustment codes 66, 70, 71, 72, 74, 75,
76, 83, 85 for client and patient Receivables, plus (b) an amount equal to 0.30
times the dollar amount of adjustments measured by the QBS adjustment codes 66,
70, 71, 72, 74, 75, 76, 83, 85 for third party Receivables, plus (c) 0.70
multiplied by the dollar amount of adjustments measured by QBS adjustment code
68 for client and patient Receivables, excluding transfers between client and
patient billing categories, divided by (ii) the Net Revenues generated by
Originators on QBS. 


                    “Dilution
Horizon Ratio” means, as of any Cut-Off Date, a
ratio (expressed as a decimal), computed by dividing (i) the aggregate Net
Revenues generated by the Originators 


A-9





during the one month ending on such Cut-Off Date, by (ii)
the Net Pool Balance as of such Cut-Off Date. 


                    “Dilution
Ratio” means, as of any Cut-Off Date, a ratio
(expressed as a percentage), computed by dividing (i) the total amount of
decreases in outstanding principal balances due to Dilution during the month
ending on such Cut-Off Date, by (ii) the aggregate Net Revenues generated by
the Originators ending on such Cut-Off Date one month prior. 


                    “Dilution
Reserve” means, for any month, the product
(expressed as a percentage) of: (a) the sum of (i) 1.5 times the Adjusted Dilution Ratio as of
the immediately preceding Cut-Off Date, plus
(ii) the Dilution Volatility Component as of the immediately preceding Cut-Off
Date, times (b) the Dilution Horizon Ratio as of the immediately
preceding Cut-Off Date. 


                    “Dilution
Volatility Component” means the product (expressed
as a percentage) of (i) the difference between (a) the highest three (3)-month
rolling average Dilution Ratio over the past 12 months and (b) the Adjusted
Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the
amount calculated in (i)(a) of this definition and the denominator of which is
equal to the amount calculated in (i)(b) of this definition. 


                    “Disallowed
Receivable” means a Receivable for which payment
is not expected to be received by the applicable Originator. 


                    “Dollars”
means dollars in lawful money of the United States
of America. 


                    “Downgraded
Liquidity Bank” means a VFCC Liquidity Bank which
becomes the subject of a Downgrading Event. 


                    “Downgrading
Event” with respect to any Person means the
lowering of the rating with regard to the short-term securities of such Person
to below (i) A-1 by S&P, (ii) P-1 by Moody’s, or (if applicable) (iii) F1
by Fitch. 


                    “Eligible
Assignee” means (a) any “bankruptcy remote”
special purpose entity which is administered by Wachovia or BTMU (or any
Affiliate of Wachovia or BTMU) or any Qualifying Liquidity Bank (or any
Affiliate of a Qualifying Liquidity Bank) that is in the business of acquiring
or financing receivables, securities and/or other financial assets and which
issues commercial paper notes that are rated at least A-1 by S&P, P-1 by
Moody’s and, if applicable, F1 by Fitch, (b) any Qualifying Liquidity Bank, or
(c) in the case of VFCC, any Downgraded Liquidity Bank whose liquidity
commitment has been fully drawn by the VFCC Agent and funded into a collateral
account. 


                    “Eligible
Originator” means any of (a) Quest Diagnostics,
(b) Quest Diagnostics Incorporated a Michigan corporation, Quest Diagnostics
Incorporated, a Maryland corporation, Quest Diagnostics Incorporated, a
California corporation, Quest Diagnostics LLC, a Connecticut limited liability
company, Quest Diagnostics LLC, a Massachusetts limited liability company,
Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, MetWest Inc., a
Delaware corporation, Quest Diagnostic Clinical Laboratories Inc., a Delaware
corporation, Quest Diagnostics LLC, an Illinois limited liability company,
Unilab Corporation, a Delaware 


A-10





corporation,
Quest Diagnostics Nichols Institute, Inc., a Virginia corporation formerly
known as Medical Laboratories Corporation, Inc., Quest Diagnostics
Incorporated, a Nevada corporation formerly known as APL Healthcare Group,
Inc., and (c) each of the other direct or indirect, wholly-owned Subsidiaries
of Quest Diagnostics who (with the consent of the Co-Agents if such Subsidiary
constitutes a Material Proposed Addition) becomes a “seller” party to the Sale
Agreement by executing a Joinder Agreement and complying with the conditions
set forth in Article V of the Sale Agreement. 


	
  

 	
  

 
	
  

 	
           “Eligible
 Receivable” means, at any time:

 
	
  

 	
  

 
	
  

 	
           (a)
 a Receivable which arises out of the provision or sale of Clinical Laboratory
 Services by an Eligible Originator in the ordinary course of its business
 that has been sold or contributed by such Originator to the Borrower pursuant
 to the Sale Agreement in a “true sale” or “true contribution” transaction; 

 
	
  

 	
  

 
	
  

 	
           (b)
 a Receivable as to which the perfection of the Administrative Agent’s
 security interest, on behalf of the Secured Parties, is governed by the laws
 of a jurisdiction where the Uniform Commercial Code-Secured Transactions is
 in force, and which constitutes an “account” or a “payment intangible” (each
 as defined in the Uniform Commercial Code as in effect in any relevant
 jurisdiction); 

 
	
  

 	
  

 
	
  

 	
           (c)
 a Receivable the Obligor of which is resident of the United States or any of
 its possessions or territories, and is not an Affiliate of any Loan Party or
 Originator; 

 
	
  

 	
  

 
	
  

 	
           (d)
 a Receivable which is not a Disallowed Receivable at such time; 

 
	
  

 	
  

 
	
  

 	
           (e)
 the portion of a Receivable which is not an Ineligible Defaulted Receivable
 at such time; 

 
	
  

 	
  

 
	
  

 	
           (f)
 a Receivable with regard to which the representations and warranties of the
 Borrower in Sections 6.1(j), (l) and (p) are
 true and correct; 

 
	
  

 	
  

 
	
  

 	
           (g)
 a Receivable with regard to which the granting of a security interest therein
 does not contravene or conflict with any law; 

 
	
  

 	
  

 
	
  

 	
           (h)
 a Receivable which is denominated and payable only in Dollars in the United
 States; 

 
	
  

 	
  

 
	
  

 	
           (i)
 a Receivable which constitutes the legal, valid and binding obligation of the
 Obligor of such Receivable enforceable against such Obligor in accordance
 with its terms and is not subject to any actual or reasonably expected
 dispute, offset (except as provided below), counterclaim or defense whatsoever;
 provided, however,
 that if such dispute, offset, counterclaim or defense affects only a portion
 of the Unpaid Net Balance of such Receivable, then such Receivable may be
 deemed an Eligible Receivable to the extent of the portion of such Unpaid Net
 Balance which is not so affected; 

 
	
  

 	
  

 
	
  

 	
           (j)
 a Receivable which, together with any Contract related thereto, does not
 contravene in any material respect any laws, rules or regulations applicable
 thereto 

 


A-11









	
  

 	
  

 
	
  

 	
 (including,
 without limitation, laws, rules and regulations relating to usury, truth in
 lending, fair credit billing, fair credit reporting, equal credit
 opportunity, fair debt collection practices and privacy) and with respect to
 which no party to the Contract related thereto is in violation of any such
 law, rule or regulation in any material respect if such violation would
 impair the collectibility of such Receivable; 

 
	
  

 	
  

 
	
  

 	
           
 (k) a Receivable which satisfies in all material respects all applicable
 requirements of the applicable Eligible Originator’s Credit and Collection
 Policy; 

 
	
  

 	
  

 
	
  

 	
           (l)
 a Receivable which is due and payable within 60 days from the invoice date of such Receivable; 

 
	
  

 	
  

 
	
  

 	
           (m)
 [intentionally omitted]; 

 
	
  

 	
  

 
	
  

 	
           (n)
 a Receivable the original term of which has not been extended (except as
 permitted in Section 8.2(c)); 

 
	
  

 	
  

 
	
  

 	
           (o)
 a Receivable which has not been identified, either specifically or as a
 member of a class, in a notice by any of the Agents, in the exercise of its
 commercially reasonable credit judgment, as a Receivable that is not
 acceptable, including, without limitation, because such Receivables arises
 under an unreasonable Contract that is not acceptable to such Agent; and 

 
	
  

 	
  

 
	
  

 	
           (p)
 if the applicable Eligible Originator acquired such Receivable through a
 Material Acquisition as to which the Administrative Agent is permitted to and
 has, in fact, conducted, a Review in accordance with Section 7.1(c), the
 Administrative Agent has notified the Borrower in writing that (i) such
 Receivable is (and other similarly-acquired Receivables are) acceptable to
 the Agents based on the satisfactory outcome of such Review, and (ii) each
 Conduit’s Rating Agency Condition has been satisfied. 

 



                    
“Employee Benefit Plan” means an employee benefit
plan (as defined in Section 3(3) of ERISA) that is maintained or contributed to
by any ERISA Entity or with respect to which Quest Diagnostics or a Subsidiary
could incur liability. 


                    “Equity
Interests” means, with respect to any Person, any
and all shares, interests, participations or other equivalents, including
membership interests (however designated, whether voting or non-voting), of
capital of such Person, including, if such Person is a partnership, partnership
interests (whether general or limited) and 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, such partnership, whether outstanding on the
date hereof or issued after the date of this Agreement. 


                    “Equity
Rights” means, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders’ or voting trust agreements)
for the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of Equity Interests of any class, or
partnership or other ownership interests of any type in, such Person. 


A-12





                    
“ERISA” means the United States Employee
Retirement Income Security Act of 1974, as amended. 


                    
“ERISA Entity” means any member of an ERISA Group.



                    
“ERISA Event” means (a) any Reportable Event with
respect to a Pension Plan; (b) with respect to any Pension Plan of a failure to
meet the applicable minimum funding standard (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived, the failure to make by
its due date a required installment under Section 303(j) of ERISA with respect
to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (c) the filing pursuant to Section 412(c) of the Code or
Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Pension Plan; (d) the incurrence by any ERISA
Entity of any liability under Title IV of ERISA with respect to the termination
of any Pension Plan; (e) the receipt by any ERISA Entity from the PBGC or a
plan administrator of any notice relating to an intention to terminate any
Pension Plan or to appoint a trustee to administer any Pension Plan, or the
occurrence of any event or condition which could constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (f) the incurrence by any ERISA Entity of any liability with
respect to the withdrawal or partial withdrawal from any Pension Plan or
Multiemployer Plan; (g) the receipt by an ERISA Entity of any notice, or the
receipt by any Multiemployer Plan from any ERISA Entity of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the making of any amendment to any
Pension Plan which could result in the imposition of a lien or the posting of a
bond or other security; or (i) the occurrence of a nonexempt prohibited
transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which could result in liability to any Loan Party. 


                    “ERISA
Group” means any Loan Party and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with such Loan Party, are
treated as a single employer under Section 414 of the Code. 


                    “Eurodollar
Loan” means a Loan which bears interest at the
applicable Eurodollar Rate. 


                    “Eurodollar
Rate” means, for any Interest Period, the rate per annum determined on the basis of the
offered rate for deposits in Dollars of amounts equal or comparable to the
principal amount of the related Liquidity Funding offered for a term comparable
to such Interest Period, which rates appear on a Bloomberg L.P. terminal,
displayed under the address “US001M <Index> Q <Go>“ effective as of
11:00 a.m., London time, two Business Days prior to the first day of such Interest
Period, provided that
if no such offered rates appear on such page, the Eurodollar Rate for such
Interest Period will be the arithmetic average (rounded upwards, if necessary,
to the next higher 1/100th of 1%) of rates quoted by not less than two major
banks in New York City, selected by the Co-Agents, at approximately 10:00 a.m.,
New York City time, two Business Days prior to the first day of such Interest
Period, for deposits in Dollars offered by 


A-13





leading
European banks for a period comparable to such Interest Period in an amount
comparable to the principal amount of such Liquidity Funding. 


                    “Eurodollar
Rate (Reserve Adjusted)” applicable to any
Interest Period means a rate per annum
equal to the quotient obtained (rounded upwards, if necessary, to the next
higher 1/100th of 1%) by dividing (i) the applicable Eurodollar Rate for such
Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage. 


                    “Eurodollar
Reserve Percentage” means, with respect to any Interest
Period, the maximum reserve percentage, if any, applicable to a Liquidity Bank
under Regulation D during such Interest Period (or if more than one percentage
shall be applicable, the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be applicable) for
determining such Liquidity Bank’s reserve requirement (including any marginal,
supplemental or emergency reserves) with respect to liabilities or assets
having a term comparable to such Interest Period consisting or included in the
computation of “Eurocurrency Liabilities” pursuant to Regulation D. Without
limiting the effect of the foregoing, the Eurodollar Reserve Percentage shall
reflect any other reserves required to be maintained by such Liquidity Bank by
reason of any Regulatory Change against (a) any category of liabilities which
includes deposits by reference to which the “London Interbank Offered Rate” or
“LIBOR” is to be determined or (b) any category of extensions of credit or
other assets which include LIBOR-based credits or assets. 


                    “Event
of Default” means an event described in Section
10.1. 


                    “Event
of Bankruptcy” shall be deemed to have occurred
with respect to a Person if either: 


	
  

 	
  

 
	
  

 	
           (a)
 a case or other proceeding shall be commenced, without the application or
 consent of such Person, in any court, seeking the liquidation,
 reorganization, debt arrangement, dissolution, winding up, or composition or
 readjustment of debts of such Person, the appointment of a trustee, receiver,
 custodian, liquidator, assignee, sequestrator or the like for such Person or
 all or substantially all of its assets, or any similar action with respect to
 such Person under any law relating to bankruptcy, insolvency, reorganization,
 winding up or composition or adjustment of debts, and such case or proceeding
 shall continue undismissed, or unstayed and in effect, for a period of 60
 consecutive days; or an order for relief in respect of such Person shall be
 entered in an involuntary case under the federal bankruptcy laws or other
 similar laws now or hereafter in effect; or 

 
	
  

 	
  

 
	
  

 	
           (b) such
 Person shall commence a voluntary case or other proceeding under any
 applicable bankruptcy, insolvency, reorganization, debt arrangement,
 dissolution or other similar law now or hereafter in effect, or shall consent
 to the appointment of or taking possession by a receiver, liquidator,
 assignee, trustee, custodian, sequestrator (or other similar official) for,
 such Person or for all or substantially all of its property, or shall make
 any general assignment for the benefit of creditors, or shall be adjudicated
 insolvent, or admit in writing its inability to, pay its debts generally as
 they become due, 

 


A-14









	
  

 	
  

 
	
  

 	
 or, if a
 corporation or similar entity, its board of directors shall vote to implement
 any of the foregoing. 

 



                    “Excess
Concentration Amount” means, as of any date, the
sum of the amounts by which the aggregate Unpaid Net Balance of Receivables of
each Obligor exceeds the Obligor Concentration Limit for such Obligor. 


                    “Excess
Rollforward Difference” means, at any time, an
amount equal the Rollforward Difference greater than 3% of the reported
aggregate Unpaid Net Balance of all Receivables. 


                    “Exchange
Act” means the Securities Exchange Act of 1934, as
amended. 


                    “Excluded
JV Receivable” means any account receivable (and
proceeds thereof) that Quest Diagnostics of Pennsylvania Inc. (“Quest Pennsylvania”)
bills in its own name and collects through its own accounts arising from
services for which revenues belong to Quest Diagnostics Venture LLC under that
certain Sharing and General Allocation Agreement dated as of November 1, 1998
by and among Quest Diagnostics Venture LLC, a Pennsylvania limited liability
company, Quest Pennsylvania and UPMC Health System Diversified Services, Inc.,
as amended or modified from time to time. 


                    “Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically
referenced. 


                    “Existing
Agreement” has
the meaning set forth in the preamble to this Agreement. 


                    “Face
Value” means, when used with reference to any
Commercial Paper Notes issued by Gotham that are not Pooled Commercial Paper,
the face amount stated therein in the case of any Commercial Paper Note issued
on a discount basis, and the principal amount stated therein plus the amount of
all interest accruing on such Commercial Paper Note from the date of its issue
to its stated maturity date in the case of any Commercial Paper Note issued on
an interest-bearing basis. 


                    “Federal
Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary,
to the next higher 1/100th of 1%) 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 (i) if
the day for which such rate is to be determined 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 (ii) if such rate is not so published for any day, the Federal Funds
Rate for such day shall be the average rate charged to the applicable Co-Agent
on such day on such transactions, as reasonably determined by such Co-Agent. 


                    “Federal
Reserve Board” means the Board of Governors of the
Federal Reserve System, or any successor thereto or to the functions thereof. 


A-15





                    “Fee
Letters” means, collectively, the Gotham Fee
Letter and the VFCC Fee Letter. 


                    “Final
Payout Date” means the date on or following the
Termination Date on which the Obligations have been paid in full. 


                    “Fitch”
means Fitch, Inc. 


                    “Foreign
Plan” means any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by, or entered
into with, Quest Diagnostics or any of its Subsidiaries with respect to
employees employed outside the United States. 


                    “GAAP”
means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such accounting profession, which are applicable to the
circumstances as of the date of determination. 


                    “General
Intangible” shall have the meaning specified in
Article 9 of the UCC.




                    “Gotham”
has the meaning provided in the preamble of this Agreement.




                    “Gotham Agent” has
the meaning provided in the preamble of this Agreement.


                    “Gotham Allocation Limit” has
the meaning set forth in Section 1.1(b). 


                    “Gotham
Fee Letter” means that certain Gotham Fee Letter
dated as of June 11, 2008 by and among Quest Diagnostics, the Borrower, Gotham
and BTMU, as Gotham Agent and as Administrative Agent, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to
time. 


                    “Gotham
Group” has the meaning provided in the preamble of
this Agreement. 


                    “Gotham
Liquidity Agreement” means, collectively, any
liquidity agreement pursuant to which any of the Gotham Liquidity Banks provides liquidity to Gotham and any
related asset purchase agreement, as each may be amended, restated,
supplemented, replaced or otherwise modified from time to time. 


                    “Gotham
Liquidity Bank” means any Liquidity Bank that now
or hereafter enters into this Agreement and the Gotham Liquidity Agreement. 


A-16









	
  

 	
  

 
	
  

 	
           “Government
 Receivable” means: 

 
	
  

 	
  

 
	
  

 	
           (i)
 any Receivable with respect to which the United States (or an agency or
 intermediary thereof) is obligated to pay, pursuant to federal Medicare
 statutes and regulations, for services rendered to eligible beneficiaries
 thereunder, 

 
	
  

 	
  

 
	
  

 	
           (ii)
 any Receivable arising under any state’s Medicaid statutes and regulations,
 for services rendered to eligible beneficiaries thereunder, 

 
	
  

 	
  

 
	
  

 	
           (iii)
 (A) any Receivable with respect to which the United States (or an agency or
 fiscal intermediary thereof) is obligated to pay, pursuant to federal
 statutes and regulations applicable to The Civilian Health and Medical
 Program of the Uniform Services, for services rendered to eligible
 beneficiaries thereunder and not in contravention of any statute or
 regulation applicable thereto and (B) any Receivable with respect to which
 the Obligor is any Person (other than a Governmental Authority) who enters
 into a contract with the United States for the provision of health care
 services rendered to eligible beneficiaries under The Civilian Health and
 Medical Program of the Uniform Services, 

 
	
  

 	
  

 
	
  

 	
           (iv)
 any Receivable with respect to which the United States (or an agency or
 fiscal intermediary thereof) is obligated to pay, pursuant to federal
 statutes and regulations applicable to The Civilian Health and Medical
 Program of Veterans Affairs, for services rendered to eligible beneficiaries thereunder
 and not in contravention of any statute or regulation applicable thereto, 

 
	
  

 	
  

 
	
  

 	
           (v)
 any other Receivable as to which the Obligor is a Governmental Authority, 

 
	
  

 	
  

 
	
  

 	
           (vi)
 any other Receivable as to which payment is required by law to be made
 directly to the provider of the services giving rise thereto or to an account
 under such provider’s exclusive dominion and control, or 

 
	
  

 	
  

 
	
  

 	
           (vii)
 any other Receivable requiring compliance with the Federal Assignment of
 Claims Act or any similar state legislation. 

 
	
  

 	
  

 



                    “Governmental
Authority” means any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing. 


                    “Group”
means the VFCC Group or the Gotham Group, as the
case may be. 


                    “Guarantee”
of or by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (b) to 


A-17





purchase
property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working
capital, equity capital or other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness; provided however that the term Guarantee shall not include
endorsements for collection or deposit, in either case, in the ordinary course
of business. 


                    “HIPAA”
has the meaning set forth in Section 14.14. 


                    “Indebtedness”
of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property or assets purchased by such Person, (e) all obligations of such Person
issued or assumed as the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business), (f) 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
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, but limited, if such obligations are without
recourse to such Person, to the lesser of the principal amount of such Indebtedness
or the fair market value of such property, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements (the amount of any such obligation to be the amount
that would be payable upon the acceleration, termination or liquidation
thereof) and (j) all obligations of such Person as an account party in respect
of letters of credit and bankers’ acceptances. The Indebtedness of any Person
shall include the Indebtedness of any partnership in which such Person is a
general partner. 


                    “Indemnified
Amounts” has the meaning set forth in Section 13.1(a).



                    “Indemnified
Party” has the meaning set forth in Section 13.1(a).



                    “Independent Director” has
the meaning set forth in Section 7.4(b). 


                    “Ineligible
Defaulted Receivable” means, on any date of
determination, the Outstanding Balance of a Defaulted Receivable multiplied by 1 minus the Recovery Rate. 


                    “Interest
Payment Date” means: 


	
  

 	
  

 
	
  

 	
           (a)
 with respect to any CP Rate Loan of a Pool Funded Conduit, each Settlement
 Date, and with respect to any CP Rate Loan of Gotham while it is not a Pool
 Funded Conduit, the last day of its CP Tranche Period, the date on which any
 such CP Rate Loan is prepaid, in whole or in part, and the Termination Date; 

 
	
  

 	
  

 
	
  

 	
           (b)
 with respect to any Eurodollar Loan, the last day of its Interest Period, the
 date on which any such Loan is prepaid, in whole or in part, and the
 Termination Date; 

 


A-18









	
  

 	
  

 
	
  

 	
           (c)
 with respect to any Alternate Base Rate Loan, each Settlement Date while such
 Loan remains outstanding, the date on which any such Loan is prepaid, in
 whole or in part, the date on which the applicable Liquidity Bank’s Scheduled
 Termination Date occurs, and the Termination Date; 

 
	
  

 	
  

 
	
  

 	
           (d)
 with respect to any Loan while the Default Rate is applicable thereto, upon
 demand or, in the absence of any such demand, each Settlement Date while such
 Loan remains outstanding, the date on which any such Loan is prepaid, in
 whole or in part, the Termination Date, and if the applicable Loan was funded
 by a Liquidity Bank, the date on which the applicable Liquidity Bank’s
 Scheduled Termination Date occurs; and 

 
	
  

 	
  

 
	
  

 	
           (e)
 with respect to all Loans of the VFCC Group, the VFCC Group Termination Date.
 

 



                    “Interest
Period” means, with respect to a Eurodollar Loan,
a period not to exceed three calendar months commencing on a Business Day
selected by the Borrower (or the Servicer on the Borrower’s behalf) pursuant to
this Agreement and agreed to by the applicable Co-Agent. Such Interest Period
shall end on the day which corresponds numerically to such date one, two, or
three calendar months thereafter, provided, however, that (i) if there is no
such numerically corresponding day in such next, second or third succeeding
calendar month, such Interest Period shall end on the last Business Day of such
next, second or third succeeding calendar month, and (ii) if an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day unless said next succeeding
Business Day falls in a new calendar month, then such Interest Period shall end
on the immediately preceding Business Day. 


                    “Interest
Rate” means a Eurodollar Rate (Reserve Adjusted),
a CP Rate, an Alternate Base Rate or the Default Rate. 


                    “Invoice”
means, with respect to any Receivable, any paper
or electronic bill, statement or invoice for services rendered by an Originator
to an Obligor. 


                    “Joinder
Agreement” has the meaning set forth in the Sale
Agreement. 


                    “LabOne
Receivable,” means a Receivable that arises out of
a sale of goods or services by any of LabOne, Inc., ExamOne World Wide, Inc.,
Central Plains Laboratories, LLC, LabOne of Ohio, Inc., and Systematic Business
Services, Inc. 


                    “Laws”
means, collectively, all common law and all international, foreign, federal,
state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents, including without limitation
the interpretation thereof by any Governmental Authority charged with the
enforcement thereof. 


                    “Lenders”
means, collectively, VFCC, the VFCC Liquidity
Banks, Gotham, the Gotham Liquidity Banks, and their respective successors and
permitted assigns. 


                    “Lien”
means any security interest, lien, encumbrance,
pledge, assignment, title retention, similar claim, right or interest. 


A-19





                    “Liquidity
Agreements” means, collectively, the Gotham
Liquidity Agreement and the VFCC Liquidity Agreement. 


                    “Liquidity
Bank” means (a) with respect to VFCC, Wachovia or
any Eligible Assignee of Wachovia’s Commitment and Liquidity Commitment, and
(b) with respect to Gotham, BTMU or any Eligible Assignee of BTMU’s Commitment
and Liquidity Commitment, in each of the foregoing cases, to which the Borrower
has consented if required under Section 12.1. A Liquidity Bank will become a “Lender” hereunder at
such time as it makes any Liquidity Funding. 


                    “Liquidity
Commitment” means, with respect to each Liquidity
Bank, its commitment to make Liquidity Fundings pursuant to the Liquidity
Agreement to which it is a party. 


                    “Liquidity
Funding” means (a) a purchase made by any
Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of,
or any undivided interest in, a Loan of its applicable Conduit, or (b) any Loan
made by the applicable Liquidity Banks in lieu of a Conduit pursuant to Section
1.1. 


                    “Loan”
means any loan made by a Lender to the Borrower pursuant to this Agreement.
Each Loan shall either be a CP Rate Loan, an Alternate Base Rate Loan or a
Eurodollar Rate Loan, selected in accordance with the terms of this Agreement. 


                    “Loan
Parties” means, collectively, (i) the Borrower,
and (ii) Quest Diagnostics so long as it is acting as the Servicer (or as a
sub-servicer) hereunder. 


                    “Lockbox”
means any post office box maintained by an Originator on behalf of the Borrower
to which payments on certain Receivables are mailed. 


                    “Loss
Reserve” means, for any month, the product
(expressed as a percentage) of (i) 2.0, times (ii) the highest three-month
rolling average Default Ratio during the 12 months ending on the immediately
preceding Cut-Off Date, times (iii) the Default Horizon Ratio as of the
immediately preceding Cut-Off Date, times (iv) one minus the Recovery Rate. 


                    “Material
Acquisition” means that any existing Originator
acquires the Unpaid Net Balance of Receivables of one or more other Persons who
are not existing Eligible Originators, whether by purchase, merger,
consolidation or otherwise, if (i) the aggregate Unpaid Net Balance of
receivables so acquired from any one such Person exceeds 10% of the Allocation
Limit in effect on the date of acquisition, merger or consolidation, or (ii)
the aggregate Unpaid Net Balance of receivables so acquired from all Persons in
any calendar year exceeds (or from all such Persons in any calendar year)
exceeds 10% of the weighted average Allocation Limit in effect during such
calendar year. 


                    “Material
Adverse Effect” means an event, circumstance, occurrence,
or condition which has caused as of any date of determination any of (a) a
material adverse effect, or any condition or event that has resulted in a
material adverse effect, on the business, operations, financial condition or
assets of (i) the Originators taken as a whole (after taking into account
indemnification obligations by third parties that are Solvent to the extent
that such third 


A-20





party has not
disputed (after notice of claim in accordance with the applicable agreement
therefor) liability to make such indemnification payment), (ii) the Servicer,
or (iii) the Borrower, (b) a material adverse effect on the ability of the
Originators, the Servicer or the Borrower to perform when and as due any of
their material obligations under any Transaction Document to which they are
parties, (c) a material adverse effect on the legality, binding effect or
enforceability of any Transaction Document or any of the material rights and
remedies of any of the Agents or Lenders thereunder or the legality, priority,
or enforceability of the Lien on a material portion of the Collateral, or (d) a
material adverse effect upon the validity, enforceability or collectibility of
a material portion of the Receivables. 


                    “Material
Proposed Addition” means a Person whom any Loan
Party proposes to add as a “seller” under the Sale Agreement if either (i) the
aggregate Unpaid Net Balance of such Person’s receivables (on the proposal
date) exceeds 10% of the weighted average Allocation Limit in effect on the
proposal date, or (ii) the Unpaid Net Balance of such Person’s receivables (on
such proposal date), when aggregated with the receivables of all other Persons
added as “sellers” under the Sale Agreement in the same calendar year (measured
on the respective dates such other Persons became “sellers” under the Sale
Agreement) exceeds 10% of the weighted average Allocation Limit in effect
during such calendar year. 


                    “Missing
Information Percentage” means the percentage equal
to the ratio of (a) the total number of incomplete requisitions received in any
month by the Originators, to (b) the total number of requisitions resulted in
such month by the Originators. For this purpose, a requisition (whether in
paper or electronic format) is incomplete if at the time that the test results
of a specimen are reported, the Originator has not been provided sufficient
information (whether from the requisition or otherwise) to bill the appropriate
Person for the test or other service being performed. As used herein, a
“resulted” requisition is one which is processed and on which its results have
been reported. 


                    “Missing
Information Trigger Event” means that the most
recent three-calendar month rolling average Missing Information Percentage at
any Cut-Off Date exceeds 7.00% (it being understood that if a private carrier
or government action imposes any change expected to have an adverse impact on
the information gathering process of the Originators, this percentage will not
be utilized in the calculation of a Missing Information Trigger Event for the 3
Settlement Periods immediately following such change). 


                    “Monthly
Report” means a report in the form of Exhibit
3.1(a). 


                    “Monthly
Reporting Date” means the 20th day of
each calendar month; provided,
however, that if any such day is not a Business Day, then the
Monthly Reporting Date shall occur on the next succeeding Business Day. 


                    “Moody’s”
means Moody’s Investors Service, Inc. 


                    “Multiemployer
Plan” means a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA (a) to which any ERISA Entity is then
making or accruing an obligation to make contributions, (b) to which any ERISA
Entity has within the preceding five 


A-21





plan years
made contributions, including any Person which ceased to be an ERISA Entity
during such five year period, or (c) with respect to which any Loan Party could
incur liability. 


                    “Net
Pool Balance” means, at any time, an amount equal
to (i) Net Receivables, minus (ii) Specified Government Ineligibles. 


                    “Net
Receivables” means, at any time, an amount equal
to the reported aggregate Unpaid Net Balance of all Receivables at such time,
minus (i) the aggregate Unpaid Net Balance of all Receivables that are not
Eligible Receivables at such time, minus (ii) Receivables (other than those
covered by any other clause of this definition) that are not yet Defaulted
Receivables which are owing from any Top 10 Obligor as to which more than 50%of the aggregate Unpaid Net Balance of all
Receivables owing from such Top 10 Obligor are Defaulted Receivables, minus
(iii) the Excess Concentration Amount at such time, minus (iv) 2% of the
aggregate Unpaid Net Balance of all Receivables owing from Obligors who are not
Top 10 Obligors, minus (v) the Excess Rollforward Difference. 


                    “Net
Revenues” means, for any calendar month of
determination, the gross amount of Receivables generated by the Originators
from Clinical Laboratory Services during such calendar month less the
associated Contractual Disallowances but before accruals for and write-offs of
bad debts. 


                    “Non-Approving
Group” means any Group containing a Non-Approving
Lender. 


                    “Non-Approving
Lender” means any Lender that does not approve (a)
a requested waiver to this Agreement or the Credit Agreement, or (b) a
requested amendment to this Agreement or the Credit Agreement. 


                    “Obligations”
means all unpaid principal of and accrued and
unpaid interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the
Lenders (or any Lender), any of the Agents or any Indemnified Party arising
under the Transaction Documents. 


                    “Obligor”
means a Person obligated to make payments with
respect to a Receivable, including any guarantor thereof. 


                    “Obligor
Concentration Limit” means, at any time, in
relation to the aggregate Unpaid Net Balance of Receivables owed by any single
Obligor and its Affiliated Obligors (if any), the applicable concentration
limit shall (unless each Co-Agent from time to time upon the Borrower’s request
agrees to a higher percentage of Eligible Receivables for a particular Obligor
and its Affiliates, which agreement may be conditioned upon an increase in the
percentage set forth in clause (A)(i) of the definition of “Required Reserve” or
upon satisfaction of the Rating Agency Condition) be determined as follows for
Obligors who have short term unsecured debt ratings currently assigned to them
by S&P and Moody’s, the applicable concentration limit shall be determined
according to the following table; provided, however, that if such Obligor has a
split rating, the applicable rating will be the lower of the two: 


A-22







	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S&P Rating

 	
  

 	
 Moody’s Rating

 	
  

 	
 Allowable % of Eligible 

 Receivables

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
   A-1+

 	
  

 	
 P-1

 	
  

 	
 10%

 
	
 A-1

 	
  

 	
 P-1

 	
  

 	
   8%

 
	
 A-2

 	
  

 	
 P-2

 	
  

 	
   6%

 
	
 A-3

 	
  

 	
 P-3

 	
  

 	
   3%

 
	
 Below A-3 or Not Rated

 	
  

 	
 Below P-3 or Not Rated

 	
  

 	
   2%

 



                    “Organic
Document” means,
relative to any Person, its certificate of incorporation, its by-laws, its
partnership agreement, its memorandum and articles of association, its limited
liability company agreement and/or operating agreement, share designations or
similar organization documents and all shareholder agreements, voting trusts
and similar arrangements applicable to any of its authorized Equity Interests. 


                    “Originator” means Quest Diagnostics or any its direct or
indirect wholly-owned Subsidiaries who is or becomes a “seller” under the Sale
Agreement. 


                    “Payment
Intangible” shall
have the meaning specified in Article 9 of the UCC. 


                    “PBGC”
means the Pension
Benefit Guaranty Corporation, or any successor thereto. 


                    “Pension
Plan” means an
employee pension benefit plan (other than a Multiemployer Plan) which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code or Section 302 of ERISA and is maintained or
contributed to by any ERISA Entity or with respect to which any Loan Party
could incur liability. 


                    “Percentage”
means, for each
Group on any date of determination, the ratio which the sum the outstanding
principal balance of such Group’s Loans bears to the aggregate outstanding
principal balance of all Advances. 


                    “Permitted
Investments”
means, on any date, any one or more of the following types of investments provided that they
mature on or prior to the next Settlement Date: 


	
  

 	
  

 
	
  

 	
           (a)
 marketable obligations of the United States of America, the full and timely
 payment of which are backed by the full faith and credit of the United States
 of America and which have a maturity of not more than 270 days from the date
 of acquisition; 

 
	
  

 	
  

 
	
  

 	
           (b)
 marketable obligations, the full and timely payment of which are directly and
 fully guaranteed by the full faith and credit of the United States of America
 and which have a maturity of not more than 270 days from the date of acquisition;
 

 
	
  

 	
  

 
	
  

 	
           (c)
 bankers’ acceptances and certificates of deposit and other interest-bearing
 obligations (in each case having a maturity of not more than 270 days from
 the date of acquisition) denominated in dollars and issued by any bank with
 capital, surplus and undivided profits aggregating at least $50,000,000, the
 short-term obligations of which are rated at least A-1 by S&P and P-1 by
 Moody’s; 

 


A-23









	
  

 	
  

 
	
  

 	
           (d)
 repurchase obligations with a term of not more than ten days for underlying
 securities of the types described in clauses (a), (b) and (c) above entered
 into with any bank of the type described in clause (c) above; 

 
	
  

 	
  

 
	
  

 	
           (e)
 commercial paper rated at least A-1 by S&P and P-1 by Moody’s; and, 

 
	
  

 	
  

 
	
  

 	
           (f)
 demand deposits, time deposits or certificates of deposit (having original
 maturities of no more than 365 days) of depository institutions or trust
 companies incorporated under the laws of the United States of America or any
 state thereof (or domestic branches of any foreign bank) and subject to
 supervision and examination by federal or state banking or depository
 institution authorities; provided,
 however, that at the time such investment, or the commitment
 to make such investment, is entered into, the short-term debt rating of such
 depository institution or trust company shall be at least A-1 by S&P and
 P-1 by Moody’s. 

 



                    “Person”
means any natural
person, corporation, firm, joint venture, partnership, limited liability
company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or
instrumentality thereof. 


                    “PHI”
has the meaning
set forth in Section 14.14. 


                    “Pooled
Commercial Paper”
means for each of the Pool Funded Conduits the Commercial Paper Notes of such
Pool Funded Conduit subject to any particular pooling arrangement by such
Conduit, but excluding Commercial Paper Notes issued by the Pool Funded
Conduits for a tenor and in an amount specifically requested by any Person in
connection with any agreement effected by such Pool Funded Conduit. 


                    
“Pool Funded Conduits”
means VFCC and, during any time as to which it has notified the Loan Parties
that it will be pool funding its Loans, Gotham. 


                    “Prepayment
Notice” has the
meaning set forth in Section 1.5(a). 


                    “Prime
Rate” means the
rate of interest per annum
publicly announced from time to time by BTMU as its “prime rate.” (The “prime
rate” is a rate set by BTMU based upon various factors including BTMU’s costs
and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate.) Any change in the prime rate announced by BTMU
shall take effect at the opening of business on the day specified in the public
announcement of such change. 


                    “Principal
Amount” means the
actual net cash proceeds received by a Conduit upon issuance by it of a
Commercial Paper Note. 


                    “Privacy
Regulations” has
the meaning set forth in Section 14.14. 


                    “Proceedings”
means,
collectively, lawsuits, arbitrations, mediations and Congressional or
regulatory hearings. 


A-24





                    “Program
Information” has
the meaning set forth in Section 14.8. 


                    “Property”
of a Person means
any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and including Equity Interests or other ownership interests of any Person. 


                    “QBS”
means the Quest
Billing System. 


                    “Qualifying
Liquidity Bank”
means a commercial bank having a combined capital and surplus of at least
$250,000,000 with a rating of its (or its parent holding company’s) short-term
securities equal to or higher than (i) A-1 by S&P, (ii) P-1 by Moody’s and
(if applicable) (iii) F1 by Fitch. 


                    “Quest
Diagnostics” has
the meaning set forth in the preamble of this Agreement. 


                    “Ratable
Share” means with
respect to any Liquidity Bank, the ratio which its Commitment bears to the
Aggregate Commitment. 


                    “Rating
Agency Condition”
means that, if required under a Conduit’s program documents, each such Conduit
has received written notice from S&P, Moody’s and, at any time while Fitch
is rating such Conduit’s Commercial Paper, Fitch, that an amendment, a change
or a waiver will not result in a withdrawal or downgrade of the then current
ratings on such Conduit’s Commercial Paper Notes. 


                    “Receivable” means any Account or Payment Intangible
arising from the sale of Clinical Laboratory Services by an Originator,
including, without limitation, the right to payment of any interest or finance
charges and other amounts with respect thereto, which is sold or contributed to
the Borrower under the Sale Agreement; provided, however, that the term “Receivable” shall
not include (a) any Excluded JV Receivable, or (b) any Government Receivable
except a Specified Government Receivable. Rights to payment arising from any
one transaction, including, without limitation, rights to payment represented
by an individual invoice, shall constitute a Receivable separate from a
Receivable consisting of the rights to payment arising from any other
transaction. 


                    “Records” means, collectively, all Invoices and all
other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) evidencing, governing the payment
terms or payment status of, or identifying the Obligor on, any Receivable or
Related Asset, other than (i) any Contract related thereto, and (ii) any
confidential patient information including, without limitation, test results. 


                    “Recovery
Rate” means at
any time 50%. 


                    “Regulation
D” means
Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor thereto or other regulation or
official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve System. 


A-25





                    “Regulation
T, U or X” means
Regulation T, U or X of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit
for the purpose of purchasing or carrying margin stocks. 


                    “Regulatory
Change” means any
change after the date of this Agreement in United States (federal, state or
municipal) or foreign laws, regulations (including Regulation D) or accounting
principles or the adoption or making after such date of any interpretations,
directives or requests applying to a class of banks (including the Liquidity
Banks) of or under any United States (federal, state or municipal) or foreign
laws, regulations (whether or not having the force of law) or accounting
principles by any court, governmental or monetary authority, or accounting
board or authority (whether or not part of government) charged with the
establishment, interpretation or administration thereof. For the avoidance of
doubt, any interpretation of Accounting Research Bulletin No. 51 by the
Financial Accounting Standards Board shall constitute a Regulatory Change. 


                    “Related
Assets” means all
of the Borrower’s right, title and interest in and to the following: (a) the
Related Security, (b) the Sale Agreement, (c) the Collateral Account (if any)
and the balances and instruments from time to time therein, (d) the Lockboxes
and Collection Accounts, all balances and instruments from time to time
therein, and any and all Collection Account Agreements with respect thereto
that may exist in favor of the Borrower, (e) payments due in respect of the
Demand Advances, and (f) all proceeds and insurance proceeds of any of the
foregoing. 


                    “Related
Security” means,
with respect to each Receivable, all right, title and interest in and to the
following: 


                    (a)
(i) all Collections; (ii) all Records; (iii) all Collection Accounts and all
cash, balances and instruments therein from time to time therein; (iv) the
goods (including returned or repossessed goods), if any, the sale of which by a
Seller gave rise to such Receivable; (v) all supporting obligations; and (vi)
all liens and security interests, if any, securing payment of such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise; and 


                    (b)
all proceeds and insurance proceeds of the foregoing. 


                    “Reportable
Event” means any
of the events set forth in Section 4043(c) of ERISA or the regulations
thereunder, other than any such event for which the 30-day notice requirement
under ERISA has been waived in regulations issued by the PBGC. 


                    “Reporting
Date” means a
Weekly Reporting Date or a Monthly Reporting Date. 


                    “Required
Amounts” has the
meaning set forth in Section 3.2. 


                    “Required
Day” means, with
respect to any event, the Business Day preceding such event by the Required
Notice Period. 


                    “Required
Notice Period”
means the number of days required notice set forth below applicable to the
aggregate principal reduction indicated below: 


A-26









	
  

 	
  

 	
  

 
	
 AGGREGATE REDUCTION

 	
  

 	
 REQUIRED NOTICE PERIOD 

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 <
 25% of the Aggregate

 	
  

 	
 2
 Business Days

 
	
 Commitment

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 25%-50%
 of the Aggregate

 	
  

 	
 5
 Business Days

 
	
 Commitment

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 >
 50% of Aggregate

 	
  

 	
 10
 Business Days

 
	
 Commitment

 	
  

 	
  

 



                    “Requirement
of Law” means as
to any Person, the Organic Documents of such Person, and any Law or
determination of an arbitrator or any Governmental Authority, in each case
applicable to or binding upon such Person or any of its Property or to which
such Person or any of its Property is subject. 


                    “Required
Reserve” means,
on any day during a month, an amount equal to the product of (i) the greater of
(a) the Required Reserve Factor Floor and (b)
the sum of the Loss Reserve, the Yield Reserve, the Dilution Reserve, the Ad
Hoc Reserve and the Servicing Reserve, times (ii) the Net Pool Balance as of
the Cut-Off Date immediately preceding such month. 


                    “Required
Reserve Factor Floor” means, for any month, the sum (expressed as a percentage) of (i) 11%plus (ii) the product of the Adjusted
Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the
immediately preceding Cut-Off Date. 


                    
“Review” has the
meaning set forth in Section 7.1(c). 


                    “Revolving
Period” means, as
to each Group, the period from and after the date of this Agreement to but
excluding the earlier to occur of (a) the Termination Date, and (b) the last
Scheduled Termination Date of any Liquidity Bank in such Group. 


                    “Rollforward
Difference”
means, at any time, an amount equal to absolute value of the reported aggregate
Unpaid Net Balance of all Receivables minus the calculated Unpaid Net Balance
of all Receivables. 


                    “S&P”
means Standard
and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 


                    “Sale
Agreement” means
the Second Amended and Restated Receivables Sale Agreement dated as of April
20, 2004 between each of the Originators, as a seller and/or contributor, and
the Borrower, as purchaser and contributee, as it may be amended, supplemented
or otherwise modified in accordance with Section 7.3(f). 


                    “Schedule” refers to a specific schedule to this
Agreement, unless another document is specifically referenced. 


A-27






                    “Scheduled
Termination Date” means (a) as to each VFCC
Liquidity Bank, the VFCC Group Termination Date, and (b) as to each other
Liquidity Bank, the earlier to occur of June 10, 2009 and the date on which its
Liquidity Commitment(s) terminate(s) in accordance with the Liquidity Agreement
to which it is a party.


                    “SEC”
means the Securities and Exchange Commission. 


                    “Section”
means a numbered section of this Agreement, unless
another document is specifically referenced. 


                    “Secured
Parties” means the Indemnified Parties. 


                    “Security
Regulations” has the meaning set forth in Section 14.14.



                    “Servicer” has
the meaning set forth in the preamble of this Agreement.



                    “Servicer Transfer Event”
means the occurrence of any Event of Default.



                    “Servicer’s Fee” accrued for any day in
a Settlement Period means: 


	
  

 	
  

 
	
  

 	
           (a)
 an amount equal to (x) 5.0% per annum
 (or, at any time while Quest Diagnostics is the Servicer, such lesser
 percentage as may be agreed between the Borrower and the Servicer on an arms’
 length basis based on then prevailing market terms for similar services),
 times (y) the reported aggregate Unpaid Net Balance of the Receivables at the
 close of business on the first day of such Settlement Period, times (z)
 1/360; or 

 
	
  

 	
  

 
	
  

 	
           (b)
 on and after the Servicer’s reasonable request made at any time when Quest
 Diagnostics shall no longer be the Servicer, an alternative amount specified
 by the Servicer not exceeding (x) 110% of the Servicer’s costs and expenses
 of performing its obligations under the Agreement during the Settlement
 Period when such day occurs, divided by (y) the number of days in such
 Settlement Period. 

 



                    “Servicing
Reserve” means the product of 3.0% and a fraction,
the numerator of which is the highest Days Sales Outstanding calculated for
each of the most recent 12 calendar months and the denominator of which is 360.



                    “Settlement
Date” means (a) the second Business Day after each
Monthly Reporting Date, (b) such other Business Days as the Co-Agents may
specify by written notice to the Lenders, the Borrower and the Servicer, and
(c) the Termination Date. 


                    “Settlement
Period” means each period from and including a
Cut-Off Date to the earlier to occur of the next Cut-Off Date or the Final
Payout Date. 


                    “Solvent”
and “Solvency” means, for any Person on a
particular date, that on such date (a) the fair value of the Property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that
will be required to pay 


A-28





the probable
liability of such Person on its debts as they become absolute and matured, (c)
such Person does not intend to, and does not believe that it will, incur debts
and liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature and (d) 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 Property would constitute an unreasonably small capital. 


                    “Specified
Government Ineligibles” means, on any date of
determination, 5% times Client-Billed Receivables for the Reserve Computation
as of the last day of the calendar month then most recently ended. 


                    “Specified
Government Receivable” means a Government
Receivable as to which the Obligor is a state or local Governmental Authority
(other than a Receivable arising under any state’s Medicaid statutes and
regulations for services rendered to eligible beneficiaries thereunder). 


                    “Subordinated
Loan” has the meaning set forth in the Sale
Agreement. 


                    “Subordinated
Note” has the meaning set forth in the Sale
Agreement. 


                    “Subsidiary”
means, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned or controlled
by such Person and/or one or more Subsidiaries of such Person. 


                    “Successor
Notice” has the meaning set forth in Section
8.1(b). 


                    “Taxes”
means any and all taxes, imposts, duties, charges,
fees, levies or other similar charges or assessments, including income, gross
receipts, excise, real or personal property, sales, withholding, social
security, retirement, unemployment, occupation, use, service, license, net
worth, payroll, franchise, and transfer and recording, imposed by the Internal
Revenue Service or any taxing authority (whether domestic or foreign, including
any federal, state, U.S. possession, county, local or foreign government or any
subdivision or taxing agency thereof), whether computed on a separate,
consolidated, unitary, combined or any other basis, including interest, fines,
penalties or additions to tax attributable to or imposed on or with respect to
any such taxes, charges, fees, levies or other assessments. 


                    “Termination
Date” means, as to each Group, the earliest to
occur of: (a) the last Scheduled Termination Date of any Liquidity Bank in that
Group; (b) the date designated by the Borrower as the “Termination Date” on not
less than fifteen (15) Business Days’ notice to the Co-Agents, provided that on such
date the Obligations have been paid in full; (c) the date specified in Section
10.2(a) or (b) (including, without limitation, any such specified date following
either Co-Agent’s failure to approve a requested waiver hereunder); (d) the 90th
day after the Co-Agents receive a copy of any proposed amendment (but not
waiver) to the Credit Agreement which does not become an Approved Amendment
within 30 days after such date of 


A-29





receipt; and
(e) the 90th day after any requested amendment to this Agreement (as
opposed to a requested waiver hereunder) is not approved by each Co-Agent
within 30 days after receipt of such request (unless such proposed amendment is
approved by at least one Co-Agent and the Obligations owing the dissenting
Co-Agent(s)’s Group(s) are paid in full on or within 60 days after such 30th
day). 


                    “Top
10 Obligor” means any of the following and its
Affiliates considered as if it and its Affiliates were one and the same entity:
(1) United Healthcare, (2) Aetna / US Healthcare / Prudential, (3) Cigna, (4)
Independence Blue Cross / Amerihealth, (5) Private Health Care Systems (PHCS),
(6) Beech Street, (7) Texas BCBS, (8) Anthem Health, (9) Empire BCBS, and (10)
BCBS Mass. 


                    “Transaction
Documents” means this Agreement, the Collection
Account Agreements, the Sale Agreement, the Fee Letters, the Subordinated Notes
and the other documents to be executed and delivered in connection herewith or
therewith. 


                    “UCC”
means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction or jurisdictions. 


                    “Unmatured
Default” means an event which but for the lapse of
time or the giving of notice, or both, would constitute an Event of Default. 


                    “Unpaid
Net Balance” of any Receivable means at any time
(i) the unpaid amount thereof, but excluding all late payment charges,
delinquency charges and extension or collection fees, minus (ii) Contractual
Disallowances. 


                    “Unused
Fee” has the meaning set forth in the Fee Letters.



                    “Usage Fee”
has the meaning set forth in each of the Fee Letters.



                    “VFCC” has the
meaning provided in the preamble of this Agreement.



                    “VFCC Agent” has the
meaning provided in the preamble of this Agreement.



                    “VFCC Allocation Limit”
has the meaning set forth in Section 1.1(a). 


                    “VFCC
Fee Letter” means that certain Second Amended and
Restated VFCC Fee Letter dated as of May 23, 2008 by and among Quest
Diagnostics, the Borrower, VFCC and the VFCC Agent. 


                    “VFCC
Group” has the meaning provided in the preamble of
this Agreement. 


                    “VFCC
Group Termination Date” means December 13, 2008. 


                    “VFCC
Liquidity Agreement” means the Fourth Amended and
Restated Liquidity
Asset Purchase Agreement dated as of April 20, 2004 among VFCC, the VFCC Agent,
and the Liquidity Banks from time to time party thereto, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to
time. 


A-30





                    “VFCC
Liquidity Bank” means any Liquidity Bank that
enters into this Agreement and the VFCC Liquidity Agreement. 


                    “Wachovia”
has the meaning set forth in the preamble of this Agreement.



                    “Wachovia
Roles” has the meaning set forth in Section 11.10(a).



                    “Weekly Report” means
a report in the form of Exhibit 3.1(b). 


                    “Weekly
Reporting Date” means Monday of any week in which
Weekly Reports are required to be delivered hereunder; provided, however,
that if any such Monday is not a Business Day, then the Weekly Reporting Date
shall be the next succeeding Business Day. 


                    “Yield
Reserve” means, for any month, the product
(expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of
the immediately preceding Cut-Off Date times
(iii) a fraction the numerator of which is the highest Days Sales Outstanding
for the most recent 12 months and the denominator of which is 360. 


                    The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. 


                    B.
Other Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP. All terms used in
Article 9 of the UCC in the State of New York, and not specifically defined
herein, are used herein as defined in such Article 9. 


                    C.
Computation of Time Periods. Unless otherwise stated
in this Agreement, in the computation of a period of time from a specified date
to a later specified date, the word “from” means “from and including” and the
words “to” and “until” each mean “to but excluding”. 


A-31





EXHIBIT A 

[INTENTIONALLY DELETED]







EXHIBIT 2.1 

FORM OF BORROWING REQUEST


Quest Diagnostics Receivables Inc.


BORROWING REQUEST 


For Borrowing On __________________


Wachovia Bank,
National Association, as VFCC Agent 

171 17th Street, N.W., 4th Floor 

Mail-stop GA4524 

Atlanta, GA 30363 

Attention: Elizabeth Wagner, Fax No. (404) 214-5481 


and 


The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent 

1251 Avenue of the Americas 

New York, New York 10020-1104 USA 

Attention: Securitization Group, Fax No. (212) 782-6998 

 

Ladies and
Gentlemen: 


                    Reference
is made to the Fourth Amended and Restated Credit and Security Agreement dated
as of June 11, 2008 (as amended, supplemented or otherwise modified from time
to time, the “Credit
Agreement”) among Quest Diagnostics Receivables Inc. (the “Borrower”), Quest
Diagnostics Incorporated, as initial Servicer, Variable Funding Capital Company
LLC, Gotham Funding Corporation, Wachovia Bank National Association,
individually and as a Co-Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New
York Branch, individually, as a Co-Agent and as Administrative Agent.
Capitalized terms defined in the Credit Agreement are used herein with the same
meanings. 


                    1.
The [Servicer, on behalf of the] Borrower hereby certifies, represents and
warrants to the Agents and the Lenders that on and as of the Borrowing Date (as
hereinafter defined): 


                    (a)
all applicable conditions precedent set forth in Section 5 of the Credit
Agreement have been satisfied; 


                    (b)
each of its representations and warranties contained in Section 6 of the Credit
Agreement will be true and correct, in all material respects, as if made on and
as of the Borrowing Date; 


                    (c)
no event will have occurred and is continuing, or would result from the
requested Purchase, that constitutes an Event of Default or Unmatured Default; 






                    (d)
the Termination Date has not occurred; and 


                    (e)
after giving effect to the Loans comprising the Advance requested below, VFCC’s
and the VFCC Liquidity Banks’ Loans at any one time outstanding will not exceed
the VFCC Allocation Limit and Gotham’s and the Gotham Liquidity Banks’ Loans at
any one time outstanding will not exceed the Gotham Allocation Limit. 


                    2.
The [Servicer, on behalf of the] Borrower hereby requests that the
Conduits (or their respective Liquidity Banks) make an Advance on ___________,
_____ (the “Borrowing
Date”) as follows: 


	
  

 	
  

 	
  

 
	
                     (a)
 Aggregate Amount of Advance: 

 	
 $_____________

 
	
  

 	
  

 	
  

 
	
  

 	
 (i) VFCC
 Group’s Percentage of Advance:

 	
 $___________
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii) Gotham
 Group’s Percentage of Advance:

 	
 $___________
 

 



                    (b)
Interest Rate Requested: CP Rate (unless you advise the Borrower that a
Liquidity Funding will be made for either Conduit, in which case the [Servicer on behalf of the] Borrower requests that the applicable
Conduit’s Liquidity Banks make an Alternate Base Rate Loan that converts into
Eurodollar Loan with an Interest Period approximately equal to the CP Tranche
Period specified below on the third Business Day after the Borrowing Date). 


                    (c)
CP Tranche Period Requested:________ days 


                    3.
Please disburse the proceeds of the Loans as follows: 


                        (i)
VFCC Group: [Apply $________
to payment of principal and interest of existing Loans due on the Borrowing
Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire
transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________]; 


                        (ii)
Gotham Group: [Apply
$________ to payment of principal and interest of existing Loans due on the
Borrowing Date]. [Apply $______ to payment of fees due on
the Borrowing Date]. [Wire transfer $________ to account no.
________ at ___________ Bank, in [city,
state], ABA No. __________,
Reference: ________]; and 


                    IN
WITNESS WHEREOF, the [Servicer, on behalf of the]
Borrower has caused this Borrowing Request to be executed and delivered as of
this ____ day of ___________, _____. 


	
  

 	
  

 
	
  

 	
  [_______________________, as Servicer, on
 behalf of:] QUEST 

 
	
  

 	
 DIAGNOSTICS
 RECEIVABLES INC., as Borrower 

 
	
  

 	
  

 
	
  

 	
 By: 

 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 








EXHIBIT 3.1(A) 

FORM OF MONTHLY REPORT


[Attached]







Quest Diagnostics Receivables Inc.

For the Month Ended: 

[MM/DD/YYYY] 

(Page 1)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Borrowing Availability

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 I.

 	
 Portfolio Information

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Beginning of Month Balance: (Net
 of Disallowance A/R Outstanding)

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2. 

 	
 Gross Sales (Net of
 Disallowance):

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3. 

 	
 Add:  Patient Refunds

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4. 

 	
 Deduct:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 a. Total Collections:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 b. Total Bad Debt

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5. 

 	
 a. 

 	
 Calculated Net Ending A/R
 Balance [(1) + (2) + (3) - (4 a,b,c)]:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b.

 	
 Reported Net Ending A/R Balance

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c.

 	
 Difference (If any)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6. 

 	
 Reported Net Ending A/R

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7. 

 	
 Deduct:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 a. Recovery Adjusted Total
 Defaults

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 b. Net Foreign Balance

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 c. Total Ineligibles

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8. 

 	
 Eligible Receivables [5b - 7d]:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9. 

 	
 Deduct:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Excess Concentration:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Excess Rollforward Difference
 (>3% threshhold)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10. 

 	
 Cross Age Computation

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Unpaid Net Balance of
 Receivables for Top 10 Obligors

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Remaining Net Balance of
 Receivables Less Top 10 Obligors

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Deduct: Top 10 Obligors’
 Cross-Aged (50%) Receivables

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Deduct: 2% Reserve for the Non
 Top 10 Obligors Unpaid Net Balance of all Receivables

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11. 

 	
 Net Receivables

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12. 

 	
 Government Computation

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a.

 	
 Estimated Unpaid Net Balance of
 Client - Billed Receivables

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b.

 	
 Client-Billed Receivables % for
 the Month [(12a) / (5b)]:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c.

 	
 Estimated Client-Billed
 Receivables for Reserve Computation [(11) * (12b)]:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d.

 	
 Specified Government Ineligibles [5%]:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 e.

 	
 Specified Government Ineligibles
 [(12c) * (12d)]:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13. 

 	
 Net Pool Balance [(11) -(12e)]:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14. 

 	
 Aging

 Schedule:

 	
 Current

 Month

 	
 %

 	
 One Month

 Prior

 	
 Two Months

 Prior

 	
 Three Months

 Prior

 
	
  

 	
 a.

 	
  

 	
 1-60 Days Past Invoice (Net of
 Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
  

 	
 61-90 Days Past Invoice (Net of
 Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
   91-120 Days Past
 Invoice (Net of Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
   121-150 Days Past
 Invoice (Net of Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
   151-180 Days Past
 Invoice (Net of Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
  

 	
 181+ Days Past Invoice (Net of
 Disallowance)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
  

 	
 Total:

 	
  

 	
  

 	
  

 	
  

 	
  

 








Quest Diagnostics Receivables Inc.

For the Month Ended: 

[MM/DD/YYYY] 

(Page 2)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 II. Calculations Reflecting
 Current Activity

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15. CP
 Proceeds Outstanding

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 16.
 Required Reserve %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 17.
 Required Reserve [(16) x (13)]:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 18.
 Funding Availability [(13) - (17)]:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 III. Compliance

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 19. Asset
 Interest [(15) + (17) / (13)] < 100%:

 	
  

 	
  

 	
  

 	
 In Compliance

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 20. 3M Avg. Delinquency Ratio
 < 9.00%

 	
  

 	
 9.00

 	
 %

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Delinquency Ratio Current Month

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Delinquency Ratio One Month Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Delinquency Ratio Two Months Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 21. 3M Avg. Default Trigger
 Ratio < 15.40%

 	
  

 	
 15.40

 	
 %

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Default Ratio Current Month

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Default Ratio One Month Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Default Ratio Two Months Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 22. 3M Avg. Dilution Ratio <
 6.00%

 	
  

 	
 6.00

 	
 %

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dilution Ratio Current Month

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dilution Ratio One Month Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dilution Ratio Two Months Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 23. 3M Avg. Missing Information %
 < 7.00%

 	
  

 	
 7.00

 	
 %

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Missing Information% Current Month

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Missing Information% One Month Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Missing Information% Two Months Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 24. 3M Avg. Collections Ratio
 > 32.00%

 	
  

 	
 32.00

 	
 %

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Collection Ratio Current Month

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Collection Ratio One Month Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Collection Ratio Two Months Prior

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 25. Facility Limit [(15)<=
 $400,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 







Quest Diagnostics Receivables Inc.

For the Month Ended: 

[MM/DD/YYYY] 

(Page 3)


IV. Excess
Concentration: (Calculation)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
                      Eligible
 Receivables

 	
  

 	
 $____________

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
               Allowable Percentage

 	
              Max. Allowable E

 	
 Credit Rating

 
	
  

 	
  

 	
 X.XX%   $____________

 	
 NR/NR

 
	
  

 	
  

 	
 X.XX%   $____________

 	
 A3/P3

 
	
  

 	
  

 	
 X.XX%   $____________

 	
 A2/P2

 
	
  

 	
  

 	
 X.XX%   $____________

 	
 A1/P1

 
	
  

 	
  

 	
 X.XX%   $____________

 	
 A1+/P1

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Largest

 	
 Short-Term

 	
 Allowable

 	
 Total

 	
 Allowable

 	
 Excess

 
	
  

 	
 Obligors

 	
 Debt Rating

 	
 Percentage

 	
 Receivables

 	
 Receivables

 	
 Receivables

 
	
 1

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 





The
undersigned hereby represents and warrants that the foregoing is a true and
accurate accounting with respect to outstanding receivables as of [insert date]
in accordance with the Fourth Amended and Restated Credit and Security Agreement
dated as of June __, 2008 and that all representations and warranties related
to such Agreement are restated and reaffirmed.


	
  

 	
  

 	
  

 	
  

 
	
 Signed:

 	
  

 	
  Date:

 	
 [DD-MMM-YY]

 
	
 Title:

 	
  

 	
  

 	
  

 









EXHIBIT 3.1(b)

FORM OF WEEKLY REPORT


	
  

 	
  

 	
  

 
	
 WEEK ENDED



 	
 CASH 

 COLLECTIONS



 	
 REQUISITIONS 

 RECEIVED



 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 









EXHIBIT 5.1(H) 

SUBSTANCE OF CORPORATE/UCC OPINIONS


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 All opinions
 should be addressed to the Agents and the Lenders and should permit reliance
 thereon by (A) the Liquidity Banks and (B) S&P and Moody’s. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 The opinion
 giver must be licensed to practice in the state whose law governs the Amended
 and Restated Receivables Sale Agreement and the Third Amended and Restated
 Credit and Security Agreement (i.e., New York) 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 Corporate/UCC
 opinions should address the following matters as to each of the Loan Parties
 and Originators (collectively, the “Companies”) 

 



                    1.
Each of the Companies has been duly organized and is validly existing and in
good standing under the laws of ___________, with power and authority to
conduct its business as now conducted (or, in the case of the Borrower,
proposed to be conducted), to own, or hold under lease, its assets and to enter
into the Transaction Documents to which it is a party and perform its
obligations thereunder. Based solely on certificates from public officials, we
confirm that each of the Companies is qualified to do business in the following
States: ______. 


                    2.
The execution, delivery and performance of the Transaction Documents to which
any of the Companies is a party and the execution and delivery of the Financing
Statements naming any of the Companies as debtor or seller have been duly
authorized by all necessary action of such Company, and such Transaction
Documents and Financing Statements have been duly executed and delivered by
such Company. 


                    3.
Each of the Transaction Documents constitutes a legally valid and binding
obligation of each of the Companies signatory thereto, enforceable against such
Company in accordance with its terms. 


                    4.
The execution and delivery of the Transaction Documents by each of the
Companies signatory thereto, and the performance of their respective
obligations do not: (a) violate any federal or [insert applicable state(s)]
statute, rule or regulation applicable to the Companies (including, without
limitation, Regulations T, U or X of the Board of Governors of the Federal
Reserve System), (b) violate the provisions of the Companies’ respective
Organic Documents, (c) result in the breach of or a default under, the creation
of a lien under or the acceleration of indebtedness pursuant to any indenture,
credit agreement, lease, note or other agreement, instrument or contract or any
judgment, writ or other court order, in any of the foregoing cases, which has
been identified to you as being material to any of the Companies, or (d)
require any consents, approvals, authorizations, registrations, declarations or
filings by any of the Companies under any federal or [insert applicable
state(s)] statute, rule or regulation applicable to any of the Companies of the
[insert applicable states’ LLC/Corporate Statutes] except [(i)] the filing of
the Financing Statements and UCC-3 Amendments in the Office of the
_______________ (the “Filing Office(s)”)[, and (ii) those consents, approvals,
authorizations, 






registrations,
declarations and filings set forth on Schedule __ hereto, each of which has
already been obtained or made]. 


                    5.
The provisions of the Receivables Sale Agreement are effective to create a
valid security interest (as defined in the New York UCC) in favor of the
Borrower and its assigns in that portion of the Receivables and Related Assets
which constitute accounts or general intangibles. The provisions of the Third
Amended and Restated Credit and Security Agreement are effective to create a
valid security interest (as defined above) in favor of the Administrative Agent
for the benefit of the Secured Parties in that portion of the Collateral which
constitutes accounts or general intangibles as security for the payment of the
Obligations. 


                    6.
Each of the Financing Statements is in appropriate form for filing in the
Filing Office specified on the face thereof. Upon proper filing of the
Financing Statements naming any of the Originators, as debtor, the Borrower, as
secured party and the Administrative Agent, as assignee of secured party, the
security interest of the Borrower and its assigns in that portion of the
Receivables and Related Assets transferred under the Receivables Sale Agreement
constituting accounts or general intangibles will be perfected and assigned of
record to the Administrative Agent. Upon proper filing of the Financing
Statements naming the Borrower, as debtor, and the Administrative Agent, as secured
party, the security interest of the Administrative Agent for the benefit of the
Secured Parties in that portion of the Collateral constituting accounts or
general intangibles will be perfected. 


                    7.
Based solely on our review of the Search Reports, and assuming (a) the proper
filing of the Financing Statements in the appropriate Filing Offices, and (b)
the absence of any intervening filings between the date and time of the Search
Reports and the date and time of the filing of the Financing Statements in the
Filing Offices, the security interests of the Administrative Agent for the
benefit of Secured Parties in the Collateral described in #6 above will be
prior to any other security interest granted by any of the Companies in such collateral,
the priority of which is determined solely by the filing of a financing
statement in the applicable Filing Office. 


                    8.
None of the Companies is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. 








SCHEDULE 6.1(N) 

FEDERAL TAXPAYER ID NUMBER, CHIEF EXECUTIVE OFFICE, PRINCIPAL

PLACE(S) OF BUSINESS AND OTHER RECORDS LOCATION(S)


	
  
 	
  
 
	
 Federal
 Taxpayer I.D. No.:
 	
 22-3695703
 
	
  
 	
  
 
	
 Chief
 Executive Office:
 	
 300 Delaware
 Avenue, Suite 562
 
	
  
 	
 Wilmington,
 DE 19801


	
  
 	
  
 
	
 Principal
 Place of Business:
 	
 300 Delaware
 Avenue, Suite 562
 
	
  
 	
 Wilmington,
 DE 19801
 
	
  
 	
  
 
	
 Records
 Locations:
 	
 Above
 addresses plus the addresses listed on Schedule 2.1(o) to the Receivables Sale
 Agreement.
 







SCHEDULE 6.1(O)

LOCKBOXES AND ASSOCIATED ACCOUNTS


	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 BANK
 	
  
 	
 ACCOUNT_TYPE
 	
 ACCTNO
 	
 ACCOUNT_NAME
 	
 STATE
 	
 PO_Address
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 *
 	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Depository
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 842210 Dallas, TX 75284-2210
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 91514 Los Angeles, CA 90074
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Bank
 of America Lockbox Services File 57457 Ground Level, Unit 5195 1000 W. Temple
 St. Los Angeles, CA 90074-7
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Bank
 of America Lockbox Services Quest Diagnostics File 57458 Los Angeles, CA
 90012
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Bank
 of America Lockbox Services Quest Diagnostics File 57468 Los Angeles, CA
 90012
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Bank
 of America Lockbox Services Quest Diagnostics File 57459 Los Angeles, CA
 90012
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Quest
 Diagnostics File 551700 Los Angeles, CA 90074-1700
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 841725 Dallas, TX 75284-1725
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 14730 St. Louis, MO 63150
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 12018 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13317 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 12467 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 12015 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Nichols Institute, Inc.
 	
 VA
 	
 Quest
 Diagnostics 12436 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Nichols Institute, Inc.
 	
 VA
 	
 Quest
 Diagnostics 12438 Collections Center Drive Chicago, IL 60693
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 12323 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 14542 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 14548 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 14550 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 14553 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 12344 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 NV
 	
 Quest
 Diagnostics 12362 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 12989 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13141 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13156 Collections Center Drive Chicago, IL 60693-3156
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13305 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13702 Collections Center Drive Chicago, IL 60693
 


	 
	 
	 
	 
	 
	 

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













	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13695 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 MD
 	
 Quest
 Diagnostics 13321 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 MD
 	
 Quest
 Diagnostics 7022 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 MD
 	
 Quest
 Diagnostics 7584 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13747 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50320, Los Angeles, CA 90074-0320
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50314, Los Angeles, CA 90074-0314
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50331, Los Angeles, CA 90074-0331
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50342, Los Angeles, CA 90074-0342
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50368, Los Angeles, CA 90074-0368
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics Receivables, Inc. PO Box 50355, Los Angeles, CA 90074-0355
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Nichols Institute
 	
 CA
 	
 Quest
 Diagnostics 3866 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13005 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13001 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13308 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics 13138 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 MD
 	
 Quest
 Diagnostics 7700 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Nichols Institute
 	
 CA
 	
 Quest
 Diagnostics 3924 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 DE
 	
 Quest
 Diagnostics 13313 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 DE
 	
 Quest
 Diagnostics 96451 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 DE
 	
 Quest
 Diagnostics 7402 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Incorporated
 	
 DE
 	
 Quest
 Diagnostics 98917 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5763 Collections Center Drive Chicago, IL 60693
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
 Quest
 Diagnostics 2358 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
 Quest
 Diagnostics 2337 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
 Quest
 Diagnostics 2032 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 MetWest
 Inc.
 	
 DE
 	
 Quest
 Diagnostics 13325 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics of Pennsylvania Inc.
 	
 DE
 	
 Quest
 Diagnostics 2178 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics of Pennsylvania Inc.
 	
 DE
 	
 Quest
 Diagnostics 2249 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics of Pennsylvania Inc.
 	
 DE
 	
 Quest
 Diagnostics 2444 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 CT
 	
 Quest
 Diagnostics 2966 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 CT
 	
 Quest
 Diagnostics 2025 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 CT
 	
 Quest
 Diagnostics 13979 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 CT
 	
 Quest
 Diagnostics 2829 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 CT
 	
 Quest
 Diagnostics 13661 Collections Center Drive Chicago, IL 60693
 
	
 Bank of America
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5145 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5511 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5480 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 3210 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5035 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 5239 Collections Center Drive Chicago, IL 60693
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics LLC
 	
 MA
 	
 Quest
 Diagnostics 3305 Collections Center Drive Chicago, IL 60693
 
	
 Bank of New York
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
  
 
	
 Fifth Third Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 635907 Cincinatti, OH 45274-5907
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 740020 Cincinatti, OH 45274-0020
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 - NRSC PO Box 740698 Cincinatti, OH 45274-0698
 
	
 JP Morgan Chase Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 78874 Phoenix, AZ 85062-8874
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Quest
 Diagnostics Incorporated PO Box 78073 Phoenix, AZ 85062-8073
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Quest
 Diagnostics Incorporated PO Box 79164 Phoenix, AZ 85062-9164
 
	
 JP Morgan Chase Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Quest
 Diagnostics PO Box 78406 Phoenix, AZ 85062-8406
 
	
  
 	
  
 	
  
 	*
	
 Unilab
 Corporation
 	
 DE
 	
 Quest
 Diagnostics PO Box 29610 Phoenix, AZ 85038-9610
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 NV
 	
 Quest
 Diagnostics PO Box 79025 Phoenix, AZ 85062-79025
 
	
 Key Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Incorporated
 	
 DE
 	
 Quest
 Diagnostics, PO Box 5079, Portland, OR 97208-5079
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Incorporated
 	
 DE
 	
 Quest
 Diagnostics, PO Box 5130, Portland, OR 97208-5130
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Incorporated
 	
 DE
 	
 Quest
 Diagnostics PO Box 5018 Portland, Oregon 97208-5018
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Incorporated
 	
 DE
 	
 Quest
 Diagnostics PO Box 4194 Portland, Oregon 97208-4194
 


	 
	 
	 
	 
	 
	 

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









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 M & T Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Nichols Institute
 	
 VA
 	
 Quest
 Diagnostics - AML PO Box 64168 Baltimore, MD 21264-4168
 
	
 M & T Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64278 Baltimore, MD 21264-4278
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64196 Baltimore, MD 21264-4196
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64838 Baltimore, MD 21264-4838
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 MD
 	
 Quest
 Diagnostics PO Box 64797 Baltimore, MD 21264-4797
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 MD
 	
 Quest
 Diagnostics PO Box 64966 Baltimore, MD 21264-4966
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 MD
 	
 Quest
 Diagnostics PO Box 64083 Baltimore, MD 21264-4083
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 MA
 	
 Quest
 Diagnostics PO Box 64363 Baltimore, MD 21264-4363
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 MA
 	
 Quest
 Diagnostics PO Box 64480 Baltimore, MD 21264-4480
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 CT
 	
 Quest
 Diagnostics PO Box 64969 Baltimore, MD 21264-4969
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 CT
 	
 Quest
 Diagnostics PO Box 64053 Baltimore, MD 21264-4053
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64253 Baltimore, MD 21264-4253
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64604 Baltimore, MD 21264-4604
 
	
 M & T Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64878 Baltimore, MD 21264-4878
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64272 Baltimore, MD 21264-4272
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64477 Baltimore, MD 21264-4477
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables, Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 64804 Baltimore, MD 21264-4804
 
	
 National City Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 LabOne
 of Ohio, Inc.
 	
 DE
 	
 LabAlliance,
 Inc. PO Box 695018 Cincinnati, OH 45269-5018
 
	
  
 	
  
 	
  
 	*
	
 LabOne
 of Ohio, Inc.
 	
 DE
 	
 LabOne
 of Ohio, Inc. PO Box 692165 Cincinnati, OH 45269-2165
 
	
 PNC Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables
 	
 DE
 	
  
 
	
  
 	
  
 	
 Depository
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 No
 address-acct only used for wires-need to list for NRSC audit
 
	
 PNC Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Depository
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables
 	
 DE
 	
 Quest
 Orbit2 Collections, PO Box 822328, Philadelphia, PA 19182-2328
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 820433 Philadelphia, PA 19182-0433
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 820927 Philadelphia, PA 19182-0927
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 13279 Philadelphia, PA 19101-3279
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 13190 Philadelphia, PA 19101-3190
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822413 Philadelphia, PA 19182-2413
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 824365 Philadelphia, PA 19182-4365
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822504 Philadelphia, PA 19182-2504
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 8060 Philadelphia, PA 19101-8060
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822510 Philadelphia, PA 19182-2510
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics/LabOne Manual PO Box 822437, Philadelphia PA 19182-2437
 
	
 PNC Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822546 Philadelphia, PA 19182-2546
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822550 Philadelphia, PA 19182-2550
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 822557 Philadelphia, PA 19182-2557
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 824264 Philadelphia, PA 19182-4264
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 824277 Philadelphia, PA 19182-4277
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 11780 Philadelphia, PA 19101-1780
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 824293 Philadelphia, PA 19182-4293
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics/LabOne Manual PO Box 822437, Philadelphia PA 19182-2437
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 827621 Philadelphia, PA 19182-7621
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 41652 Philadelphia, PA 19101-1652
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 2183 Philadelphia, PA 19101-2183
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 41686 Philadelphia, PA 19101-1686
 
	
 PNC Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 41691 Philadelphia, PA 19101-1691
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 41733 Philadelphia, PA 19101-1733
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 827851 Philadelphia, PA 19101-7851
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 827676 Philadelphia, PA 19182-7676
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 820128 Philadelphia, PA 19182-0128
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 827641 Philadelphia, PA 19101-7641
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 820009 Philadelphia, PA 19182-0009
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 827090 Philadelphia, PA 19101-7090
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 7840 Philadelphia, PA 19101-7840
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Diagnostics
 Laboratory of Oklahoma PO Box 676361 Dallas, TX 75217-6361
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 740709 Atlanta, GA 30374-0709
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 740736 Atlanta, GA 30374-0736
 
	
 PNC Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 530458 Atlanta, GA 30353-0458
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 530440 Atlanta, GA 30353-0440
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Clinical Laboratories
 	
 DE
 	
 Quest
 Diagnostics PO Box 828669 Philadelphia, PA 19182-8669
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables
 	
 DE
 	
 Quest
 Diagnostics, PO BoX 822638, Philadelphia, PA 19182-2638
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables
 	
 DE
 	
 Quest
 Diagnostics, PO BoX 822642, Philadelphia, PA 19182-2642
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables
 	
 DE
 	
 Quest
 Diagnostics, PO BoX 822549, Philadelphia, PA 19182-2549
 


	 
	 
	 
	 
	 
	 

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



 









	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Wachovia Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics of Pennsylvania Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 752131 Charlotte, NC 28275-2131
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics of Pennsylvania Inc.
 	
 DE
 	
 Quest
 Diagnostics PO Box 752151 Charlotte, NC 28275-2151
 
	
 Wells Fargo Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Concentration
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Depository
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Quest
 Diagnostics Receivables Inc.
 	
 DE
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Northwest
 Toxicology
 	
 MO
 	
 Northwest
 Tox PO Box 271397 Salt Lake City, UT 84127-1397
 
	
  
 	
  
 	
  
 	*
	
 LabOne,
 Inc.
 	
 MO
 	
 LabOne
 LabCard PO Box 650418 Dallas TX 75320-0418
 
	
  
 	
  
 	
  
 	*
	
 LabOne,
 Inc.
 	
 MO
 	
 LabOne
 SAT. PO Box 201398 Dallas TX 75320-1398
 
	
  
 	
  
 	
  
 	*
	
 LabOne,
 Inc.
 	
 MO
 	
 LabOne
 Inc. PO Box 201395 Dallas TX 75320-1395
 
	
  
 	
  
 	
  
 	*
	
 LabOne,
 Inc.
 	
 MO
 	
 LabOne
 Clinical PO Box 650032 Dallas TX 75320-0032
 
	
  
 	
  
 	
  
 	*
	
 LabOne,
 Inc.
 	
 MO
 	
 Retail
 Clinical Lockbox PO Box 650650 Dallas TX 75320-0650
 
	
 Wells Fargo Bank
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Lockbox
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	*
	
 Systematic
 Business Services, Inc.
 	
 MO
 	
 Systematic
 Business Services, Inc. PO Box 201393 Dallas TX 75320-1393
 
	
  
 	
  
 	
  
 	*
	
 ExamOne
 World Wide, Inc.
 	
 PA
 	
 ExamOne
 PO Box 201392 Dallas TX 75320-1392
 
	
  
 	
  
 	
  
 	*
	
 Central
 Plains Laboratories, LLC
 	
 KS
 	
 Central
 Plains Laboratories LLC PO Box 201394 Dallas TX 75320-1394
 


	 
	 
	 
	 
	 
	 

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











	
  

 	
  

 	
  

 
	
 SCHEDULE 14.2

 
	
 NOTICE ADDRESSES AND WIRE TRANSFER
 INFORMATION

 
	
  

 
	
 A. Borrower and initial Servicer

 
	
  

 
	
 Address for notices to both:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [c/o] Quest
 Diagnostics Inc.

 
	
  

 	
  

 	
 3 Giralda
 Farms 

 
	
  

 	
  

 	
 Madison, NJ
 07940

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention:
  Treasurer

 
	
  

 	
  

 	
 Fax:       (973)
 520-2037

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 cc:         General
 Counsel

 
	
  

 	
  

 	
 Fax:           (484)
 676-8630

 






	
  

 	
  

 	
  

 
	
 Wire transfer instructions (unless
 otherwise notified):

 
	
  

 
	
  

 	
 Bank:

 	
 The Bank of
 New York

 
	
  

 	
  

 	
 New York, NY

 
	
  

 	
 Account:

 	
 *

 
	
  

 	
 ABA:

 	
 #021000018

 
	
  

 	
 Account
 Name:

 	
 Quest
 Diagnostics Receivables Inc.

 


	 
	 
	 
	 
	 
	 

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











	
  
 	
  
 	
  
 	
  
 	
  
 
	
 B. VFCC
 
	
  
 
	
 Address for notices (other than Borrowing
 Requests):
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Variable
 Funding Capital Company LLC
 
	
  
 	
  
 	
 c/o Wachovia
 Capital Markets, LLC
 
	
  
 	
  
 	
 One Wachovia
 Center
 
	
  
 	
  
 	
 301 South
 College Street
 
	
  
 	
  
 	
 8th Floor,
 NC0600
 
	
  
 	
  
 	
 Charlotte,
 NC 28202
 
	
  
 	
  
 	
 Attention:
 Douglas R. Wilson, Sr.
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Phone: 
 	
 (704)
 374-2520
 
	
  
 	
  
 	
 Fax:
 	
 (704)
 383-9579
 
	
  
 	
  
 	
  
 
	
 With a copy to:
 
	
  
 
	
  
 	
  
 	
 Variable
 Funding Capital Company LLC
 
	
  
 	
  
 	
 c/o AMACAR
 Group, L.L.C.
 
	
  
 	
  
 	
 6525
 Morrison Blvd., Suite 318
 
	
  
 	
  
 	
 Charlotte,
 North Carolina 28211
 
	
  
 	
  
 	
 Attention:
 Douglas K. Johnson
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Phone:
 	 (704) 365-0569
	
  
 	
  
 	
 Fax: 
 	(704) 365-1362
	
  
 	
  
 	
  
 
	
 Wire transfer instructions (unless
 otherwise notified):
 
	
  
 
	
  
 	
  
 	
 Bank Name: 
 	
 Wachovia
 Bank, National Association
 
	
  
 	
  
 	
 City/State: 
 	
 Charlotte,
 NC
 
	
  
 	
  
 	
 ABA Routing
 #: 
 	
 053000219
 
	
  
 	
  
 	
 Account #:
 	
 *
 
	
  
 	
  
 	
 Account
 Name: 
 	
 CP Liability
 Account
 
	
  
 	
  
 	
 Reference: 
 	
 VFCC/Quest
 Diagnostics Receivables Inc.
 
	
  
 	
  
 	
 Attention: 
 	
 Anthony
 Rose, Telephone (704) 715-7495
 


	 
	 
	 
	 
	 
	 

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











	
  

 	
  

 	
  

 
	
 C. Wachovia
 Bank, National Association, individually or as Administrative Agent or VFCC
 Agent

 
	
  

 
	
 Address for notices (other than Borrowing
 Requests):

 
	
  

 	
  

 	
  

 
	
  

 	
 Wachovia
 Bank, National Association

 
	
  

 	
 171 17th
 Street, N.W., 4th Floor

 
	
  

 	
 Mail-stop
 GA4524

 
	
  

 	
 Atlanta, GA
 30363

 
	
  

 	
 Attention:

 	
 Elizabeth
 Wagner

 
	
  

 	
 Phone:

 	
 (404)
 214-5456

 
	
  

 	
 Fax:

 	
 (404)
 214-5481

 
	
  

 	
  

 	
  

 
	
 Wire transfer instructions (unless
 otherwise notified):

 






	
  
 	
  
 	
  
 
	
  
 	
 Bank Name:
 	
 Wachovia
 Bank, National Association
 
	
  
 	
 City/State:
 	
 Charlotte,
 NC
 
	
  
 	
 ABA Routing
 #:
 	
 053000219
 
	 
	Account #:
	*

	
  
 	
 Account
 Name:
 	
 CP Liability
 Account
 
	
  
 	
 Reference:
 	
 VFCC/Quest
 Diagnostics Receivables Inc.
 
	
  
 	
 Attention:
 	
 Anthony
 Rose, Telephone (704) 715-7495
 


	 
	 
	 
	 
	 
	 

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











	
  
 	
  
 	
  
 
	
 E. The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually, as Gotham Agent or
Administrative Agent, and Gotham
 
	
  
 	
  
 
	
 Address for notices (other than Borrowing
 Requests):
 
	
  
 
	
  
 	
 Gotham
 Funding Corporation
 
	
  
 	
 c/o The Bank
 of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
 
	
  
 	
 1251 Avenue
 of the Americas
 
	
  
 	
 New York,
 New York 10020-1104 USA
 
	
  
 	
 Attn:
 Securitization Group
 
	
  
 	
 Telephone: 
 	
 (212)
 782-4537/4908
 
	
  
 	
 Facsimile: 
 	
 (212)
 782-6998
 
	
  
 	
  
 
	
 Wire transfer instructions (unless
 otherwise notified):
 
	
  
 
	
  
 	
 Bank of
 Tokyo-Mitsubishi UFJ Trust Company
 
	
  
 	
 ABA #
 026-009-687
 
	
  
 	
 *
 
	
  
 	
 Ref: Quest
 Diagnostics Receivables Inc.
 
	
  
 	
  
 
	 	 
	
  
 	
 BORROWING REQUESTS
 SHOULD BE SENT TO THE
 
	
  
 	
 ADDRESS AND FAX
 NO. SPECIFIED ON EXHIBIT 2.1
 
				


	 
	 
	 
	 
	 
	 

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