EXHIBIT 10.3
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT
THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT (this "Amendment") is entered into as of November 10, 2006, 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 as assignee of Blue Ridge Asset Funding Corporation ("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 formerly known as Atlantic Asset Securitization Corp.
(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 Atlantic, the "Atlantic Group"),
(5)
WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as agent
for the VFCC Group, and CALYON NEW YORK BRANCH, in its capacity as agent for the
Atlantic Group (in such latter capacity, together with its successors in such
latter 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.
W I T N E S S E T H :
WHEREAS, the parties hereto have agreed to add LabOne, Inc.,
ExamOne World Wide, Inc., Central Plains Laboratories, LLC, LabOne of Ohio,
Inc., and Systematic Business Services, Inc. as Originators; and
WHEREAS, the parties hereto desire to amend the Existing
Agreement as 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. Subject to the
terms and conditions hereinafter set forth, the parties hereby agree to amend
the Existing Agreement as follows:
1.1
The definition of "Eligible Receivable," is hereby
amended to include the following provision after paragraph (p):
Notwithstanding the foregoing, in no event will a
LabOne Receivable be an Eligible Receivable (i) on or before November 30, 2006,
to the extent the aggregate Outstanding Balance of the LabOne Receivables that
are Eligible Receivables exceeds $30,000,000; or (ii) after November 30, 2006,
if there is not a fully executed Collection Account Agreement in place with
respect to each Lockbox and Collection Account into which the proceeds of any
LabOne Receivable are deposited; or (iii) on