EXHIBIT 10.2
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT (this "Amendment") is entered into as of April 28, 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, on December 1, 2005, Blue Ridge Asset Funding Corporation
assigned all of its right, title and interest in, to any under the Existing
Agreement and other Transaction documents to VFCC; and
WHEREAS, Atlantic Asset Securitization Corp. underwent a conversion in
status to a limited liability company known as Atlantic Asset Securitization LLC
pursuant to Delaware law; 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.
Amendment to Existing Agreement. Subject to the
terms and conditions hereinafter set forth, the parties hereby agree to amend
and restated Schedule 6.1(o) to the Existing Agreement as set forth in Ann ex A
hereto.
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