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.
1
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