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
