EXHIBIT 10.1
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT
THIS AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT
AND SECURITY AGREEMENT (this "Amendment") is entered into as of May 25, 2007, 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 desire to extend the Scheduled
Termination Date; 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
Section 1.7 of the Existing Agreement is hereby
amended and restated in its entirety to read as follows:
Section 1.7. Requests for Increases in Aggregate Commitment.
The Borrower may from time to time request increases in the VFCC Liquidity
Banks' Commitments in a minimum amount of $10,000,000 (or a larger integral
multiple of $1,000,000) and a maximum aggregate amount of $25,000,000, upon at
least 10 Business Days' prior written notice to the Administrative Agent, which
notice shall specify the aggregate amount of and proposed effective date for any
such requested increase (each, a "Commitment Increase Request"). Within 10
Business Days of receipt of a Commitment Increase Request, the full amount of