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EXHIBIT 10.1


AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND

SECURITY AGREEMENT


                       THIS
AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”)
is entered into as of May 23, 2008, by and among: 



               (1)      QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (the “Borrower”), 


               (2)      QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation as initial servicer (together with the Borrower, the “Loan
Parties”), 



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



               (4)       ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with its successors, “Atlantic” and together with VFCC, the “Conduits”), and CALYON NEW YORK BRANCH, in its capacity as a Liquidity Bank
to Atlantic (together with its successors, “CLNY” and together with Atlantic, the “Atlantic 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 CALYON NEW YORK BRANCH, in its capacity as agent for the Atlantic Group (together
with its successors in such capacity, the “Atlantic Agent” or a “Co-Agent”), and 


               (6)       WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the VFCC Group, the Atlantic 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, by and among the parties hereto (as heretofore amended, the “Existing
Agreement” which, as amended hereby, is hereinafter referred to as the “Agreement”). 


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


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W I T N E S S E
T H :



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




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


                       1.     Amendment to Existing Agreement. The definition of “Scheduled Termination Date” in Annex A to the Existing Agreement is hereby amended to delete “May 23, 2008” where it appears and to substitute in lieu thereof “June 13,
2008”.


                       2.     Representations. 


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


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


                       3.     Conditions Precedent. This Amendment shall become effective as of the date first above
written upon (a) receipt by the Administrative Agent of a counterpart hereof duly executed by each of the parties hereto, (b) receipt by each of the Atlantic Agent and the VFCC Agent of an amendment and restatement of the Fee Letter for its Group,
duly executed by the parties thereto, and (c) receipt of each of the Atlantic Agent and the VFCC Agent of an amendment to the Liquidity Agreement for its Conduit, duly executed by the parties thereto, extending the commitment(s) thereunder to June
13, 2008. 


                       4.     Miscellaneous. 


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


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


                       4.3.      EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT: 


                       4.3.1.    IT
IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY UNITED
STATES FEDERAL COURT, AND 


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


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


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


<Signature pages follow> 

 

 

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

	 	
      QUEST DIAGNOSTICS RECEIVABLES INC.	
	 	 	 	
	 	 	 	
	 	By:  	/s/ Robert F. O’Keef	
	 	 	Name: Robert F. O’Keef	
	 	 	Title:    Vice President & Treasurer	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	
      QUEST DIAGNOSTICS INCORPORATED	
	 	 	 	
	 	 	 	
	 	By:	/s/ Robert F. O’Keef	
	 	 	Name: Robert F. O’Keef	
	 	 	Title:    Vice President & Treasurer	




 

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WACHOVIA BANK, NATIONAL ASSOCIATION, INDIVIDUALLY, AS	
	 	
ADMINISTRATIVE AGENT AND AS VFCC AGENT	
	 	 	 	
	 	 	 	
	 	By:  	/s/ Elizabeth R. Wagner	
	 	 	Name: Elizabeth R. Wagner	
	 	 	Title:    Managing Director	




 

 

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    VARIABLE FUNDING CAPITAL COMPANY LLC	
	 	 	 	
	 	
BY: WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT	
	 	 	 	
	 	 	 	
	 	By:  	/s/ Douglas R. Wilson, Sr.	
	 	 	
      Name: Douglas R. Wilson, Sr.	
	 	 	
      Title:    Director	




 

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    ATLANTIC ASSET SECURITIZATION LLC	
	 	 	 	
	 	By:	
 CALYON NEW YORK BRANCH	
	 	 	
AS ATTORNEY-IN-FACT	
	 	 	 	
	 	 	 	
	 	By:  	/s/ Kostantina Kourmpetis	
	 	 	
     Name: Kostantina Kourmpetis	
	 	 	     Title:    Managing Director	
	 	 	 	
	 	By:	/s/ Sam Pilcer	
	 	 	     Name: Sam Pilcer	
	 	 	     Title:    Managing Director	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	
CALYON NEW YORK BRANCH	
	 	 	 	
	 	 	 	
	 	By:	/s/ Kostantina Kourmpetis	
	 	 	
     Name: Kostantina Kourmpetis	
	 	 	     Title:    Managing Director	
	 	 	 	
	 	By:	/s/ Sam Pilcer	
	 	 	
      Name: Sam Pilcer	
	 	 	     Title:    Managing Director	




 

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