Ex-10.4


AMENDMENT NO. 3 TO FOURTH AMENDED AND
RESTATED CREDIT AND SECURITY AGREEMENT


                    THIS
AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this
“Amendment”) is
entered into as of December 10, 2010, by and among:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
                     (3) ATLANTIC
 ASSET SECURITIZATION LLC, a Delaware limited liability company, as assignee
 of Variable Funding Capital Company LLC (“VFCC”) (together with its
 successors, “Atlantic”
 and together with VFCC, the “Conduits”), and CREDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK NEW YORK BRANCH (f/k/a Calyon New York Branch), in its capacity
 as a Liquidity Bank to Atlantic and assignee of Wachovia Bank, National
 Association (together with its successors, “Credit Agricole” and together with
 Atlantic, the “Atlantic Group”),

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
                     (5) CREDIT
 AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH formerly known as
 Calyon New York Branch, in its capacity as agent for the Atlantic Group
 (together with its successors in such capacity, the “Atlantic Agent” or a “Co-Agent”), and THE BANK OF
 TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the
 Gotham Group (together with its successors in such capacity, the “Gotham Agent” or a
 “Co-Agent”), and

 
	
  

 	
  

 
	
  

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

 



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


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





W I T N E S S E T H :


	
  

 	
  

 
	
  

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

 



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


                    1.
Amendments to Existing Agreement.


                    1.1.
All references to “Calyon New York Branch” in the Existing Agreement, and all
references to “Calyon” in the Existing Agreement (whether alone, or as part of
another defined term) are hereby replaced with references to “Credit Agricole
Corporate and Investment Bank New York Branch” and “Credit Agricole,”
respectively.


                    1.2.
The definition in Annex A to the Existing Agreement of the term set forth below
is hereby amended and restated in its entirety to read as follows:


	
  

 	
  

 
	
  

 	
           “Scheduled Termination Date” means as to each Liquidity Bank,
 the earlier to occur of December 9, 2011 and the date on which its Liquidity
 Commitment(s) terminate(s) in accordance with the Liquidity Agreement to
 which it is a party.

 



                    1.3
Section 6.1(o) to the Existing Agreement is hereby amended to delete Section
6.1(o)(iii) in its entirety. 


          1.4
Section 7.3(d) to the Existing Agreement is hereby deleted in its entirety, and
Section 7.3(d) is hereby amended and restated in its entirety to read as
follows:


	
  

 	
  

 
	
  

 	
           (d)
 Change in Payment Instructions to Obligors. No Loan Party will 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 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.

 


2





                    1.5
Section 14.2 to the Existing Agreement is hereby deleted in its entirety, and
Section 14.2 is hereby amended and restated in its entirety to read as follows:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           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 such 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.

 
	
  

 	
  

 
	
  

 	
  

 	
 1.6 Schedule
 6.1(o) is hereby deleted in its entirety.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.7 Schedule
 14.2 is hereby deleted in its entirety.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2. Representations.

 



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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
             (b)
 receipt by the Administrative Agent of Amendment No. 2 to Springing Blocked
 Account Agreement dated December 10, 2010 by and among the Borrower, PNC
 Bank, National Association (“PNC”), Quest Diagnostics, Quest Diagnostics Clinical
 Laboratories, Inc. and the Administrative Agent, duly executed by the parties
 thereto, 

 
	
  

 	
  

 
	
  

 	
             (c)
 receipt by the Administrative Agent of Amendment No. 2 to Collection Account
 Control Agreement dated December 10, 2010 by and among the Borrower, Fifth
 Third Bank (“Fifth Third”), Quest Diagnostics, and the Administrative Agent,
 duly executed by the parties thereto, 

 


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

 
	
  

 	
  

 
	
  

 	
           (e)
 receipt by the Administrative Agent of the Letter Agreement dated December
 10, 2010 by and among each of the parties hereto and duly executed by each of
 the parties thereto.

 



                    4.
Miscellaneous.


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


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


                    4.3.
EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:


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


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


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


<Signature pages follow>


4





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS
 RECEIVABLES INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert F. O’Keef

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Robert F. O’Keef

 	
  

 
	
  

 	
  

 	
 Title:   Vice President and
 Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS
 INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert F. O’Keef

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: /s/ Robert F. O’Keef

 	
  

 
	
  

 	
  

 	
 Title:   Vice President and
 Treasurer

 	
  

 


[Signature Page to Amendment No. 3 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/
 T. Kobayashi

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:
 T. Kobayashi

 	
  

 
	
  

 	
  

 	
 Title:   Authorized
 Signatory

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
    Name:

 	
  

 
	
  

 	
  

 	
    Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
    Name:

 	
  

 
	
  

 	
  

 	
    Title:

 	
  

 


[Signature Page to Amendment No. 3 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
      Name:

 	
  

 
	
  

 	
  

 	
      Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/
 Aditya Reddy

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
      Name:
 Aditya Reddy

 	
  

 
	
  

 	
  

 	
      Title:   Senior
 Vice President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/
 Aditya Reddy

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
      Name:
 Aditya Reddy

 	
  

 
	
  

 	
  

 	
      Title:   Senior Vice President

 	
  

 


[Signature Page to Amendment No. 3 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GOTHAM FUNDING CORPORATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/
 Frank B. Bilotta

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
      Name:
 Frank B. Bilotta

 	
  

 
	
  

 	
  

 	
      Title:   President

 	
  

 


[Signature Page to Amendment No. 3 to Fourth Amended and Restated
Credit and Security Agreement]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CREDIT AGRICOLE CORPORATE
 AND INVESTMENT BANK NEW YORK BRANCH (formerly known as CALYON NEW YORK
 BRANCH), INDIVIDUALLY

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kostantina Kourmpetis

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Kostantina
 Kourmpetis

 	
  

 
	
  

 	
  

 	
 Title:   Managing
 Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Sam Pilcer

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Sam Pilcer

 	
  

 
	
  

 	
  

 	
 Title:   Managing
 Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CREDIT AGRICOLE CORPORATE
 AND INVESTMENT BANK NEW YORK BRANCH (formerly known as CALYON NEW YORK
 BRANCH), AS ATLANTIC AGENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kostantina Kourmpetis

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Kostantina
 Kourmpetis

 	
  

 
	
  

 	
  

 	
 Title:   Managing
 Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Sam Pilcer

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Sam Pilcer

 	
  

 
	
  

 	
  

 	
 Title:   Managing
 Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ATLANTIC
 ASSET SECURITIZATION LLC

 
	
  

 	
  

 
	
  

 	
 By: CREDIT AGRICOLE
 CORPORATE AND INVESTMENT BANK NEW YORK BRANCH (formerly known as 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

 	
  

 


[Signature Page to Amendment No. 3 to Fourth Amended and Restated
Credit and Security Agreement]