-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P18FTfNDnXtXjPOf8z5nBS9EYeMVESHqutt/RlB9XqXJxeokyBfvA7unDa8FqclP bTVVNZPZh44kYvjI2mX9RA== 0000930413-07-001366.txt : 20070216 0000930413-07-001366.hdr.sgml : 20070216 20070216162110 ACCESSION NUMBER: 0000930413-07-001366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070212 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 07631586 BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 c46849_8-k.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 12, 2007

Commission file number 001-12215

Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, NJ 07071
(201) 393-5000

Delaware
(State of Incorporation)

16-1387862
(I.R.S. Employer Identification Number)

Item 1.01. Entry into a Material Definitive Agreement

Effective February 12, 2007, Quest Diagnostics Receivables Inc., as Borrower, a wholly-owned subsidiary of Quest Diagnostics Incorporated (“the Company”), as initial servicer, Variable Funding Capital Company LLC and Wachovia Bank, National Association (collectively, the “VFCC Group”), Atlantic Asset Securitization LLC and Calyon New York Branch (collectively, the “Atlantic Group”), Wachovia Bank, National Association and Calyon New York Branch (collectively, the “Atlantic Agent”), and Wachovia Bank, National Association, as Administrative Agent, entered into an amendment to its existing $300 million receivables securitization facility (the “Secured Receivables Credit Facility”) secured by receivables, extending the maturity date of the Secured Receivables Credit Facility from April 20, 2007 to July 16, 2007.

A copy of the amendment is attached as Exhibit 10.4. A copy of each previous amendment that has not been previously filed is attached as Exhibit 10.1, 10.2 and 10.3, respectively.

Item 9.01.		Financial Statements and Exhibits

	(d)	Exhibits

	10.1	Amendment No. 1 to Third Amended and Restated Credit and Security Agreement, dated as of April 16, 2006, among the Borrower, the Company, the lenders set forth therein, and Wachovia Bank, National Association, as Administrative Agent for the lenders.

	10.2	Amendment No. 2 to Third Amended and Restated Credit and Security Agreement, dated as of April 28, 2006, among the Borrower, the Company, the lenders set forth therein, and Wachovia Bank, National Association, as Administrative Agent for the lenders.

	10.3	Amendment No. 3 to Third Amended and Restated Credit and Security Agreement, dated as of November 10, 2006, among the Borrower, the Company, the lenders set forth therein, and Wachovia Bank, National Association, as Administrative Agent for the lenders.

	10.4	Amendment No. 4 to Third Amended and Restated Credit and Security Agreement, dated as of February 12, 2007, among the Borrower, the Company, the lenders set forth therein, and Wachovia Bank, National Association, as Administrative Agent for the lenders.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	February 16, 2007



	QUEST DIAGNOSTICS INCORPORATED


	By: /s/	Leo C. Farrenkopf, Jr.
		Leo C. Farrenkopf, Jr.
		Vice President and Acting Secretary

EX-10.1 2 c46849_ex10-1.htm

EXHIBIT 10.1

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 18, 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. 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. All references in the Existing Agreement to “Blue Ridge” (whether alone or as part of another defined term) or to “Blue Ridge Asset Funding Corporation” are hereby replaced with “VFCC” and “Variable Funding Capital Company LLC,” respectively.

1.2. All references in the Existing Agreement to “Atlantic Asset Securitization Corp.” are hereby replaced with “Atlantic Asset Securitization LLC.”

1.3. Sections 10.1(h) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

(h) The three-calendar month rolling average Delinquency Ratio at any Cut-Off Date exceeds 9.00%.

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 the Agents that each of its representations and warranties set forth in Section 6.1 of the Agreement is true and correct as of the date hereof and that no Event of Default or Unmatured Default exists as of the date hereof and is continuing.

3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon (a) receipt by the Administrative Agent of a counterpart hereof duly

executed by each of the parties hereto, (b) receipt by the VFCC Agent of a fully-earned and non-refundable extension fee in the amount of $20,000 in immediately available funds and of an amended and restated VFCC Fee Letter, duly executed by the parties thereto, and (c) receipt by the Atlantic Agent of a fully-earned and non-refundable extension fee in the amount of $10,000 in immediately available funds and of an amended and restated Atlantic Fee Letter, duly executed by the parties thereto.

4. Miscellaneous.

4.1. Except as expressly amended hereby, the Existing Agreement and shall remain unaltered and in full force and effect, and each of the parties hereby ratifies and confirms the Agreement and each of the other Transaction Documents to which it is a party.

4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

4.3. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

4.3.1. IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF AN ACTION OR PROCEEDING IN SUCH COURTS.

4.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THE AGREEMENT.

4.4. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment.

<Signature pages follow>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	QUEST DIAGNOSTICS RECEIVABLES INC.


	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President & Treasurer

	QUEST DIAGNOSTICS INCORPORATED


	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President & Treasurer

	WACHOVIA BANK, NATIONAL ASSOCIATION,
	INDIVIDUALLY, AS ADMINISTRATIVE AGENT AND AS VFCC AGENT


	By:	/s/ Elizabeth R. Wagner
		Name: Elizabeth R. Wagner
		Title: Managing Director


	VARIABLE FUNDING CAPITAL COMPANY LLC

	BY: WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT

	By:	/s/ Douglas R. Wilson, Jr.
		Name: Douglas R. Wilson, Sr.
		Title: Vice President


	ATLANTIC ASSET SECURITIZATION LLC

	By: CALYON NEW YORK BRANCH
	AS ATTORNEY-IN-FACT


	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President

	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director


	CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC
	AGENT

	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President


	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director

EX-10.2 3 c46849_ex10-2.htm

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”,

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 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.

3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon (a) receipt by the Administrative Agent of a counterpart hereof duly executed by each of the parties hereto, and (b) receipt by the Administrative Agent of one or more Collection Account Agreements, duly executed by the parties thereto, with respect to the Key Bank Collection Accounts listed on Annex A hereto.

4. Miscellaneous.

4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

4.3. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

4.3.1. IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING TN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF AN ACTION OR PROCEEDING [N SUCH COURTS.

4.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, AYI’ACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THE AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	QUEST DIAGNOSTICS RECEIVABLES INC.

	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer


	QUEST DIAGNOSTICS INCORPORATED

	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer


	WACHOVIA BANK, NATIONAL ASSOCIATION, INDIVIDUALLY, AS ADMINISTRATIVE AGENT AND AS VFCC AGENT


	By:	/s/ Elizabeth R. Wagner
		Name: Elizabeth R. Wagner
		Title: Managing Director

	VARIABLE FUNDING CAPITAL COMPANY LLC

	BY: WACHOVIA CAPITAL MARKET~ LLC, ITS ATTORNEY-IN-FACT


	By:	/s/ Douglas R. Wilson, Sr.
		Name: Douglas R. Wilson, Sr.
		Title: Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION, INDIVIDUALLY,
	AS ADMINISTRATIVE AGENT AND AS VFCC AGENT

	By:	/s/ Elizabeth R. Wagner
		Name: Elizabeth R. Wagner
		Title: Managing Director

	VARIABLE FUNDING CAPITAL COMPANY LLC

	BY: WACHOVIA CAPITAL MARKET~ LLC, ITS ATTORNEY-IN-FACT

	By:	/s/ Douglas R. Wilson, Sr.
		Name: Douglas R. Wilson, Sr.
		Title: Vice President


	ATLANTIC ASSET SECURITIZATION LLC

	By: CALYON NEW YORK BRANCH
	AS ATTORNEY-IN-FACT


	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President


	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director


	CALYON NEW YORK BRANCH, INDIVIDUALLY, AND AS
	ATLANTIC AGENT


	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President


	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director

EX-10.3 4 c46849_ex10-3.htm

EXHIBIT 10.3

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT

THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 10, 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”),

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 have agreed to add LabOne, Inc., ExamOne World Wide, Inc., Central Plains Laboratories, LLC, LabOne of Ohio, Inc., and Systematic Business Services, Inc. as Originators; 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 “Eligible Receivable,” is hereby amended to include the following provision after paragraph (p):

Notwithstanding the foregoing, in no event will a LabOne Receivable be an Eligible Receivable (i) on or before November 30, 2006, to the extent the aggregate Outstanding Balance of the LabOne Receivables that are Eligible Receivables exceeds $30,000,000; or (ii) after November 30, 2006, if there is not a fully executed Collection Account Agreement in place with respect to each Lockbox and Collection Account into which the proceeds of any LabOne Receivable are deposited; or (iii) on or after December 8, 2006, if the Loan Parties have not provided an updated Schedule 6.1(o) to the Administrative Agent.

1.2 The following definitions are hereby added to Exhibit A in their appropriate alphabetical order:

“Clinical Laboratory Services” means clinical laboratory, anatomic pathology or other diagnostics testing services (including, without limitation, routine and esoteric clinical laboratory services (including genetics testing), clinical laboratory services involved with clinical trials, point-of-care testing, clinical laboratory services involving corporate healthcare and services involved with managing hospital laboratories), health screening and risk assessment services, and information services involving the provision of data or information programs, services or products which substantially consists of laboratory or other medical data.

“LabOne Receivable,” means a Receivable that arises out of a sale of goods or services by any of LabOne, Inc., ExamOne World Wide, Inc., Central Plains Laboratories, LLC, LabOne of Ohio, Inc., and Systematic Business Services, Inc.

1.3 Section 6.1(o)(i) is hereby amended and restated in its entirety to read as follows:

	One of the Loan Parties or the applicable Originator has instructed all Obligors of all Receivables to pay all Collections thereon either (A) by mail addressed to a Lockbox or (B) by wire transfer or other electronic funds transfer directly to a Collection Account in the name of the applicable Originator, as sub-servicer, or in the name of the Borrower. Items received in the Lockboxes are deposited for collection each Business Day into a Collection Account in the name of the applicable Originator or the Borrower, and all collected and available funds from time to time in each Collection Account in the name of any Originator are swept each day to a Collection Account in the name of the Borrower. Each of the agreements establishing and governing the maintenance of the Lockboxes and Collection Accounts is in full force and effect, and each of the Lockboxes and Collection Accounts is subject to a Collection Account Agreement that is in full force and effect; *provided, however,* that, prior to December 1, 2006, or such later date as the Administrative Agent may specify in writing, failure to have a Collection Account Agreement in place with respect to Lockboxes and Collection Accounts containing solely the proceeds of LabOne Receivables shall not constitute a breach of this Section 6.1(o)(i) .

1.4 Section 7.1(i)(i) is hereby amended and restated in its entirety to read as follows:

	In accordance with Section 6.1(o)(i), each of the Loan Parties will instruct all Obligors to make all payments on Receivables directly to a Lockbox or Collection Account in the name of the applicable Originator (as sub-servicer for the Borrower and the Secured Parties), the Borrower or the Administrative Agent or its designee, which is subject to a Collection Account Agreement and, if such Collection Account is in the name of an Originator, it is swept on a daily basis into a Collection Account in the name of the Borrower (or the Administrative Agent or its designee) which is subject to a Collection Account Agreement. The Borrower will cause each of the Collection Accounts that is currently in the name of an Originator to be transferred to it and into its own name within a reasonable period of time after the initial Advance hereunder; *provided, however,* that, prior to December 1, 2006, or such later date as the Administrative Agent may specify in writing, failure to have a Collection Account Agreement in place with respect to Lockboxes and Collection Accounts containing solely the proceeds of LabOne Receivables shall not constitute a breach of this Section 7.1(i)(i) .

1.5 Exhibit 3.1(A) is hereby amended and restated in its entirety as set forth in *Annex A* hereto.

2. Representations.

2.2. Each of the Loan Parties further represents and warrants to the Lenders and the Agents that each of its representations and warranties set forth in Section 6.1 of the

Agreement is true and correct as of the date hereof and that no Event of Default or Unmatured Default exists as of the date hereof and is continuing.

3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of a counterpart hereof duly executed by each of the parties hereto.

4. Miscellaneous.

4.1. Except as expressly amended hereby, the Existing Agreement shall remain unaltered and in full force and effect, and each of the parties hereby ratifies and confirms the Agreement and each of the other Transaction Documents to which it is a party.

4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

4.3. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	QUEST DIAGNOSTICS RECEIVABLES INC.


	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer




	QUEST DIAGNOSTICS INCORPORATED


	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer




	WACHOVIA BANK, NATIONAL ASSOCIATION,
	INDIVIDUALLY, AS ADMINISTRATIVE AGENT AND AS VFCC AGENT


	By:	/s/ Elizabeth R. Wagner
		Name: Elizabeth R. Wagner
		Title: Managing Director


	VARIABLE FUNDING CAPITAL COMPANY LLC

	BY: WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT


	By:	/s/ Douglas R. Wilson, Sr.
		Name: Douglas R. Wilson, Sr.
		Title: Vice President

	ATLANTIC ASSET SECURITIZATION LLC

	By: CALYON NEW YORK BRANCH
	AS ATTORNEY-IN-FACT

	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President

	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director


	CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC
	AGENT


	By:	/s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President


	By:	/s/ Tina Kourmpetis
		Name: Tina Kourmpetis
		Title: Managing Director

EX-10.4 5 c46849_ex10-4.htm

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”),

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.

4. Miscellaneous.

4.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

4.3. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

<Signature pages follow>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	QUEST DIAGNOSTICS RECEIVABLES INC.

	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer


	QUEST DIAGNOSTICS INCORPORATED

	By:	/s/ Joseph P. Manory
		Name: Joseph P. Manory
		Title: Vice President and Treasurer


	ATLANTIC ASSET SECURITIZATION LLC

	By:	CALYON NEW YORK BRANCH
		AS ATTORNEY-IN-FACT

	By:	/s/ Sam Pilcer
		Name: Sam Pilcer
		Title: Managing Director


	By:	/s/ Kostantina Kourmpetis
		Name: Kostantina Kourmpetis
		Title: Managing Director


	CALYON NEW YORK BRANCH, INDIVIDUALLY AND
	AS ATLANTIC AGENT

	By:	/s/ Sam Pilcer
		Name: Sam Pilcer
		Title: Managing Director


	By:	/s/ Kostantina Kourmpetis
		Name: Kostantina Kourmpetis
		Title: Managing Director

	WACHOVIA BANK, NATIONAL ASSOCIATION,
	INDIVIDUALLY, AS ADMINISTRATIVE AGENT AND
	AS VFCC AGENT

	By:	/s/ Elizabeth R. Wagner
		Name: Elizabeth R. Wagner
		Title: Managing Director


	VARIABLE FUNDING CAPITAL COMPANY LLC

	By: WACHOVIA CAPITAL MARKETS, LLC, ITS
	ATTORNEY-IN-FACT

	By:	/s/ Douglas R. Wilson, Sr.
		Name: Douglas R. Wilson, Sr.
		Title: Vice President

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