EXHIBIT 10.4
AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT
THIS AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT (this "Amendment") is entered into as of February 12, 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
The definition of "Scheduled Termination Date," is
hereby amended by replacing the phrase "April 20, 2007" with the phrase "July
16, 2007."
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