EXHIBIT 10.2
AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED
CREDIT AND
SECURITY
AGREEMENT
THIS AMENDMENT NO. 7 TO THIRD
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
(this
“Amendment” ) is entered into as of June
11, 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) GOTHAM FUNDING
CORPORATION, a Delaware corporation, as assignee of Atlantic Asset
Securitization LLC (together with its successors,
“Gotham” and together with VFCC, the
“Conduits” ), and THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (
“BTMU” ), in its capacity as a Liquidity
Bank to Gotham (together with Gotham, the “Gotham
Group” ),
(5)
WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the VFCC Group (the
“VFCC Agent” or a
“Co-Agent” ), and THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as
agent for the Gotham Group (the “Gotham
Agent” or a “Co-Agent”
),
(6)
WACHOVIA BANK, NATIONAL
ASSOCIATION, as existing administrative agent for the VFCC Group,
the Gotham Group and the Co-Agents (in such capacity, together with
any successors thereto in such capacity, the
“Withdrawing Administrative Agent” ),
and
(7)
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD., NEW YORK BRANCH, as successor administrative agent for the
VFCC Group, the Gotham 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” ).
1
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,
Atlantic Asset Securitization LLC
assigned all of its right, title, interest and obligations (if any)
in, to and under the Existing Agreement to Gotham;
WHEREAS,
Calyon New York Branch assigned all
of its right, title, interest and obligations, as a Liquidity Bank
and as a Co-Agent, in, to and under the Existing Agreement to BTMU;
and
WHEREAS,
the parties hereto desire to
replace Wachovia Bank, National Association, as Withdrawing
Administrative Agent, with The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch, as Administrative Agent, under the Existing
Agreement.
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 penultimate sentence of Section 11.1(a) of the
Existing Agreement is hereby amended and restated in its entirety
to read as follows:
“Each of the Lenders and the
Co-Agents hereby irrevocably designates and appoints The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch as Administrative Agent
hereunder and under the Transaction Documents to which the
Administrative Agent is a party, and authorizes the Administrative
Ag
